In a move to refine corporate governance practices, Knowles Corporation (NYSE:KN), a leading firm in the household audio and video equipment sector, has amended its by-laws as of October 29, 2024. The announcement, based on a recent SEC filing, indicates a unanimous decision by the company's board of directors to adopt the Fifth Amended and Restated By-Laws, effective immediately.
The key changes to the by-laws include a clarification that special stockholder meetings can now be called by either the Chairperson of the Board or a majority of the Board. This amendment aims to streamline the process for convening such meetings. Additionally, the company has revised the procedural mechanics and disclosure requirements for stockholder nominations of directors and the submission of proposals for other business at stockholder meetings. These revisions define certain terms and adjust the scope of disclosures required about proposing stockholders, their nominees, and other related persons.
Another significant update is the requirement for any candidate for directorship to be available for an interview by the Board or any Board committee within ten days following a reasonable request. This measure is intended to ensure that candidates are vetted thoroughly before election or appointment.
The amendments also include a new severability provision, which ensures that if any part of the by-laws is found to be invalid or unenforceable, the remainder will still be effective. Various other updates have been made, including those of a ministerial and conforming nature.
The Amended and Restated By-Laws are attached to the SEC filing as Exhibit 3.1. This action reflects Knowles Corporation's commitment to maintaining robust corporate governance standards and ensuring that the company's operations are conducted transparently and efficiently in the interest of its shareholders.
The changes are part of the company's periodic review of its by-laws and are not in response to any specific event or issue. It is important to note that these amendments do not impact the company's fiscal year, which remains unchanged.
Investors and stakeholders can access the full text of the Amended and Restated By-Laws in the SEC filing to understand the detailed modifications to the company's governance framework. The information in this article is based on a press release statement.
In other recent news, Knowles Corporation reported a robust performance in its Q3 2024 earnings, with revenues reaching $143 million, a 32% year-over-year increase. This growth was fuelled by strategic acquisitions, including the Cornell acquisition, and 4% organic growth. The company also noted a transition away from the Consumer MEMS Microphone business, with a sale expected to finalize by the end of Q4 2024.
Knowles Corporation projects Q4 revenues to be between $141 million and $151 million, with an EPS projection of $0.26 to $0.30. The company's Medtech & Specialty Audio segment saw a 10% revenue increase, while the Precision Device segment grew by 57%.
In recent developments, Knowles Corporation is actively assessing merger and acquisition opportunities that align with strategic goals. The company is planning an Investor Forum for Q1 2025 to outline future growth strategies. Despite some inconsistencies in bookings through distribution partners in the industrial sector, the company expects a recovery by late Q1 or Q2 2025.
InvestingPro Insights
To complement the recent corporate governance updates at Knowles Corporation (NYSE:KN), InvestingPro data offers additional financial context. As of the latest available data, Knowles has a market capitalization of $1.53 billion, with a revenue of $801 million over the last twelve months as of Q3 2024, showing a 16.17% growth. The company's operating income margin stands at 7.12%, indicating profitability despite challenging market conditions.
InvestingPro Tips highlight that management has been aggressively buying back shares, which aligns with the company's focus on shareholder value and could be seen as a vote of confidence in the company's future. Additionally, analysts predict that Knowles will be profitable this year, which is encouraging given the recent governance improvements.
For investors interested in a deeper dive into Knowles Corporation's financial health and prospects, InvestingPro offers 7 additional tips, providing a more comprehensive analysis to inform investment decisions.
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