APH Amphenol Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
 of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   May 16, 2024

 

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		1-10879		22-2785165
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

358 Hall Avenue, Wallingford, Connecticut		06492
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (203) 265-8900

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		APH		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

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

 

On May 16, 2024, the stockholders of Amphenol Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to amend Article SEVENTH thereof to eliminate the liability of officers for monetary damages to the Company or its stockholders for any breach of fiduciary duty, except as otherwise provided by the Delaware General Corporation Law (the “Charter Amendment”).

 

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 16, 2024.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders of the Company was held on May 16, 2024.  As of March 18, 2024, the record date for the meeting, 601,571,637 shares of the Company’s Class A Common Stock were outstanding.  A quorum of 557,996,462 shares were present or represented at the meeting.

 

The stockholders (i) elected each of the Company’s nominees for director, (ii) ratified and approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation, (iii) ratified the selection of Deloitte & Touche LLP as independent public accountants of the Company, (iv) approved the advisory vote to approve compensation of named executive officers, (v) approved an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, and (vi) voted against a stockholder proposal regarding Special Shareholder Meeting Improvement.  Voting of shares for each item, all of which are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 8, 2024, is as follows:

 

1.	ELECTION OF NINE DIRECTORS

 

FOR the nominees:

 

NOMINEE		FOR		AGAINST		ABSTAIN		NON-VOTES
Nancy A. Altobello		533,987,369		7,976,276		200,652		15,832,165
David P. Falck		513,099,676		28,850,982		213,639		15,832,165
Edward G. Jepsen		525,963,984		15,988,329		211,984		15,832,165
Rita S. Lane		537,002,318		4,965,020		196,959		15,832,165
Robert A. Livingston		525,513,649		16,444,476		206,172		15,832,165
Martin H. Loeffler		520,179,144		21,775,374		209,779		15,832,165
R. Adam Norwitt		535,055,044		6,901,178		208,075		15,832,165
Prahlad Singh		541,043,885		908,505		211,907		15,832,165
Anne Clarke Wolff		421,886,847		117,408,469		2,868,981		15,832,165

 

2.	RATIFICATION AND APPROVAL OF 2024 RESTRICTED STOCK PLAN FOR DIRECTORS OF AMPHENOL CORPORATION

 

FOR		518,310,267		AGAINST		23,612,883
ABSTAIN		241,147		NON-VOTES		15,832,165

 

3.	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS

 

FOR		524,182,629		AGAINST		33,335,655
ABSTAIN		478,178		NON-VOTES		0

 

 

4.	ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

FOR		496,901,216		AGAINST		44,975,779
ABSTAIN		287,302		NON-VOTES		15,832,165

 

5.	APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

 

FOR		475,144,899		AGAINST		66,774,618
ABSTAIN		244,780		NON-VOTES		15,832,165

 

6.	STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT

 

FOR		218,301,990		AGAINST		323,134,185
ABSTAIN		728,122		NON-VOTES		15,832,165

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Document Description
3.1		Certificate of Amendment to the Restated Certificate of Incorporation of Amphenol Corporation
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		AMPHENOL CORPORATION
	By:	/s/ Lance E. D’Amico
		Lance E. D’Amico
		Senior Vice President, Secretary and General Counsel

 

Date: May 16, 2024

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

AMPHENOL CORPORATION

 

Amphenol Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

 

1.

The name of the Corporation is Amphenol Corporation (hereinafter, the “Corporation”).

 

2.

Article SEVENTH of the Corporation’s Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:

 

“SEVENTH: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment, repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.”

 

3.

The amendment set forth in this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be executed by a duly authorized officer of the Corporation on May 16, 2024.

 

	By:	/s/ Lance D’Amico
	Name: Lance D’Amico
	Title: Senior Vice President, General Counsel and Secretary

 

v3.24.1.1.u2

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-10879
Entity Registrant Name	AMPHENOL CORPORATION
Entity Central Index Key	0000820313
Entity Tax Identification Number	22-2785165
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	358 Hall Avenue
Entity Address, City or Town	Wallingford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06492
City Area Code	203
Local Phone Number	265-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	APH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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