Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)


On May 15, 2020, the Board of Directors (the "Board") of Knowles Corporation (the "Company")
appointed Michael S. Wishart as a director, increasing the size of the Board from eight to
nine members. Mr. Wishart will hold office until the Company's 2021 Annual Meeting of
Stockholders, or until his successor is duly elected and qualified. Mr. Wishart was also
appointed to serve on the Audit Committee. Mr. Wishart is currently chief executive officer,
co-founder and a director of efabless corporation, an early-stage company offering an open
platform and marketplace for community-based design of electronics. He is also a venture
partner at Tyche Partners, a venture capital firm focused on hardware-related companies.

The Board has determined that Mr. Wishart meets the standards of independence under the
Company's Standards for Director Independence, as well as applicable rules of the NYSE, the
SEC and the Securities Exchange Act of 1934. There is no arrangement or understanding
between Mr. Wishart and any other person pursuant to which he was selected as a director.
There are no transactions since the beginning of the Company's last fiscal year, or any
currently proposed transactions, with the Company to which Mr. Wishart was or is to be a
party, in which Mr. Wishart, or any member of his immediate family, has a direct or indirect
material interest.

Mr. Wishart will receive a one-time award of restricted stock units with a grant date fair
value equal to $100,000 (vesting on the first anniversary of the award date); the annual
equity retainer for non-employee directors, pursuant to the Company's standard director
compensation program; and the annual cash retainer for non-employee directors, pursuant to
the Company's standard director compensation program (prorated for his first year of
service).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.



On May 15, 2020, the Board approved an amendment and restatement (the "Amendment") of the
Company's second amended and restated by-laws (the "Prior By-Laws"), effective as of the
same date. The Amendment modified the Prior By-Laws to among other things, amend certain
advanced notice provisions for director nominations and shareholder proposals, and to adopt
an emergency by-law provision.

The foregoing description of this Amendment is qualified in its entirety by reference to
the Third Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference.

Item 7.01. Regulation FD.

A copy of the press release announcing the appointment of Mr. Wishart to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report: Exhibit Number

                              Description
                                              Thi    rd Amended and

Restated By-Laws of Knowles Corporation, adopted


  3.1                                       o    n May 15, 2020
  99.1                                        Press Release of Knowles Corporation dated May 18, 2020
104                                         Cover Page Interactive Data

File (embedded within the Inline XBRL document)

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