– USA, IL – Knowles Corporation (NYSE: KN), a market leader and global provider of advanced micro-acoustic, audio processing, and precision device solutions, today announced that it has entered into a Settlement Agreement with Caligan Partners, LP, Falcon Edge Capital, LP and Patriot Global Management, LP. As part of this agreement, the Board of Directors will add Steven F. Mayer to the Knowles Board effective immediately.
Mr. Mayer will also stand for election at the 2019 Annual Meeting. Mr. Mayer’s appointment will expand the Knowles Board to 10 directors, nine of whom are independent and five of whom will have been appointed in the last four years.
In addition, the Governance and Nominating Committee of the Knowles Board and the Group will search for an additional mutually agreed upon the independent director to be identified next year. Furthermore, following approval at the 2018 Annual Meeting of Shareholders, the Knowles Board will continue its process of phased declassification beginning at the 2019 Annual Meeting and concluding at the 2021 Annual Meeting of Shareholders, after which the entire Board will stand for election annually. The Knowles Board also continues to unanimously recommend that shareholders vote in favor of proposals at the 2019 Annual Meeting to eliminate the supermajority vote requirements for amending the Company’s governance documents.
“The Knowles Board is committed to best-in-class governance and we are pleased to add Steve as a new independent director along with our other experienced and highly qualified nominees,” said Donald Macleod, Chairman of the Knowles Board. “We look forward to working together to drive sustainable growth and enhance value for all Knowles shareholders.”
“Knowles is the market leader in micro-acoustic components and high-reliability ceramic capacitors and filters, with a rich history of innovation. We look forward to working constructively with Steve and the Knowles Board to help the Company achieve its substantial potential,” said a spokesperson for the Group.
About Steven F. Mayer
Steven Mayer is the Chief Executive Officer of Iron Horse Acquisition Corp. and Dedication Capital, LLC, privately held investment vehicles. From 2002 until 2018, he held a variety of senior positions with Cerberus Capital Management, L.P. and Cerberus California, LLC, affiliated private investment firms, most recently serving as Senior Managing Director, Co-Head of Global Private Equity, and Chairman of the Cerberus Investment Committee.
Previously, Mr. Mayer was an executive managing director of Gores Technology Group, a private equity investment firm that acquires controlling interests in and manages underperforming and non-core technology and telecommunications companies. Prior to joining Gores, Mr. Mayer served as a managing director of Libra Capital Partners, L.P. and Aries Capital Group, LLC, and was a principal with Apollo Advisors, L.P. and Lion Advisors, L.P., affiliated private equity investment firms. Prior to that time, Mr. Mayer was an attorney with Sullivan & Cromwell specializing in mergers, acquisitions, divestitures, leveraged buyouts, and corporate finance.
Mr. Mayer has served as a member of the board of directors or equivalent body of a large number of companies in a wide variety of industries in the United States and Europe and is currently a member of the Board of Directors of Grifols, S.A. and the Board of Supervisors of Syntellix AG.
Mr. Mayer holds a Bachelor in Arts from Princeton University and a Degree in Law (JD, Juris Doctor) from Harvard Law School.
About Knowles
Knowles Corporation is a market leader and global provider of advanced micro-acoustic, audio processing, and precision device solutions, serving the mobile consumer electronics, communications, medical, defense, automotive, and industrial markets. Knowles uses its leading position in MEMS (micro-electro-mechanical systems) microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience in mobile, ear, and IoT applications. Knowles is also the leader in acoustic components, high-end capacitors, and mmWave RF solutions for a diverse set of markets. Knowles’ focus on the customer, combined with unique technology, proprietary manufacturing techniques, rigorous testing, and global scale, enables it to deliver innovative solutions that optimize the user experience. Founded in 1946 and headquartered in Itasca, Illinois, Knowles is a global organization with employees in 11 countries. The company was spun out from Dover Corporation in 2014 and has been focused on reshaping its business portfolio and investing in high-value solutions to diversify its revenue and increase exposure to high-growth markets.
For more information, visit knowles.com.
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