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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 19, 2021

 

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

 

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

 

The annual meeting of stockholders of the Company was held on May 19, 2021.  As of March 22, 2021, the record date for the meeting, 599,356,937 shares of the Company’s Class A Common Stock were outstanding.  A quorum of 540,334,124 shares were present or represented at the meeting. As previously disclosed, on January 27, 2021 the Board of Directors approved a two-for-one split of the Common Stock, which was issued on March 4, 2021 to stockholders of record as of February 16, 2021. All votes reflect said two-for-one split.

 

The stockholders (i) elected each of the Company’s nominees for director, (ii) ratified the selection of Deloitte & Touche LLP as independent accountants of the Company, (iii) approved the advisory vote on compensation of named executive officers, (iv) approved the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, (v) approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock and (vi) voted against a stockholder proposal regarding proxy access.  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 12, 2021, is as follows:

 

1. ELECTION OF DIRECTORS

 

FOR the nominees:

 

NOMINEE FOR AGAINST ABSTAIN NON-VOTES
Stanley L. Clark 491,038,592 34,211,159 189,354 14,895,019
John D. Craig   517,845,735 7,405,545 187,825 14,895,019
David P. Falck 484,886,632 40,364,751 187,722 14,895,019
Edward G. Jepsen 501,151,416 24,101,727 185,962 14,895,019
Rita S. Lane 520,673,982 4,594,243 170,880 14,895,019
Robert A. Livingston 517,660,943 7,587,806 190,356 14,895,019
Martin H. Loeffler 506,785,007 18,447,030 207,068 14,895,019
R. Adam Norwitt 520,909,817 4,319,355 209,933 14,895,019
Anne Clarke Wolfe 515,940,408 9,327,261 171,436 14,895,019

 

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

 

FOR 519,356,818   AGAINST 18,743,886
       
ABSTAIN 2,233,420   NON-VOTES 0

 

3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

FOR 468,929,307   AGAINST 56,293,034
       
ABSTAIN 216,764   NON-VOTES 14,895,019

 

4. APPROVAL OF THE AMENDED AND RESTATED 2017 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES

 

FOR 438,865,935   AGAINST 86,051,323
       
ABSTAIN 521,847   NON-VOTES 14,895,019

 

     
     

 

5. APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

 

FOR 484,762,337   AGAINST 55,363,746
       
ABSTAIN 208,041   NON-VOTES 0

 

6. ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS

 

FOR 171,664,317   AGAINST 352,546,288
       
ABSTAIN 1,228,500   NON-VOTES 14,895,019

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Document Description
     
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 19, 2021    

 

     

 

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