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 22, 2019
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
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 |
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of the Company was held on May 22, 2019. As of March 25, 2019, the record date for the meeting, 297,965,335 shares of the Company’s Class A Common Stock were outstanding. A quorum of 277,438,423 shares were present or represented at the meeting.
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) voted against a stockholder proposal for special share meeting improvement and (v) voted against a stockholder proposal for recruitment and forced labor report. 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 17, 2019, is as follows:
1. ELECTION OF DIRECTORS
FOR the nominees:
| | | | Votes | | ABSTAIN | | | |
Nominee | | Votes FOR | | AGAINST | | Votes | | NON-VOTES | |
| | | | | | | | | |
Stanley L. Clark | | 258,707,391 | | 10,852,311 | | 80,948 | | 7,797,773 | |
John D. Craig | | 266,583,926 | | 2,973,124 | | 83,600 | | 7,797,773 | |
David P. Falck | | 261,617,536 | | 7,942,927 | | 80,187 | | 7,797,773 | |
Edward G. Jepsen | | 258,341,268 | | 11,218,277 | | 81,105 | | 7,797,773 | |
Robert A. Livingston | | 268,559,953 | | 997,286 | | 83,411 | | 7,797,773 | |
Martin H. Loeffler | | 259,778,476 | | 9,777,887 | | 84,287 | | 7,797,773 | |
R. Adam Norwitt | | 265,447,380 | | 4,110,075 | | 83,195 | | 7,797,773 | |
Diana G. Reardon | | 262,216,780 | | 7,349,853 | | 74,017 | | 7,797,773 | |
Anne Clarke Wolff | | 268,197,763 | | 1,368,860 | | 74,027 | | 7,797,773 | |
2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
FOR | | 270,452,795 | | AGAINST | | 6,922,577 |
| | | | | | |
ABSTAIN | | 63,051 | | NON-VOTES | | 0 |
3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
FOR | | 248,852,279 | | AGAINST | | 20,183,152 |
| | | | | | |
ABSTAIN | | 605,219 | | NON-VOTES | | 7,797,773 |
4. STOCKHOLDER PROPOSAL FOR SPECIAL SHAREHOLDER MEETING IMPROVEMENT
FOR | | 118,498,251 | | AGAINST | | 150,734,246 |
| | | | | | |
ABSTAIN | | 408,153 | | NON-VOTES | | 7,797,773 |
5. STOCKHOLDER PROPOSAL FOR RECRUITMENT AND FORCED LABOR REPORT
FOR | | 116,266,173 | | AGAINST | | 148,437,718 |
| | | | | | |
ABSTAIN | | 4,936,759 | | NON-VOTES | | 7,797,773 |
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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 and General Counsel |
| |
| |
Date: May 23, 2019 | |
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