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 20, 2020
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 20, 2020. As of March 23, 2020, the record date for the meeting, 295,845,244 shares of the Company’s Class A Common Stock were outstanding. A quorum of 272,639,141 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 and (iv) voted against a stockholder proposal to make shareholder right to call special meeting more accessible. 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 13, 2020, is as follows:
1. ELECTION OF DIRECTORS
FOR the nominees:
| | | | | | Votes | | | ABSTAIN | | | | |
| Nominee | | Votes FOR | | | AGAINST | | | Votes | | | NON-VOTES | |
| Stanley L. Clark | | | 248,620,945 | | | | 16,430,644 | | | | 93,425 | | | | 7,494,127 | |
| John D. Craig | | | 255,297,196 | | | | 9,753,024 | | | | 94,794 | | | | 7,494,127 | |
| David P. Falck | | | 262,694,585 | | | | 2,357,269 | | | | 93,160 | | | | 7,494,127 | |
| Edward G. Jepsen | | | 261,497,618 | | | | 3,552,584 | | | | 94,812 | | | | 7,494,127 | |
| Robert A. Livingston | | | 261,500,177 | | | | 3,550,898 | | | | 93,939 | | | | 7,494,127 | |
| Martin H. Loeffler | | | 260,271,910 | | | | 4,789,817 | | | | 83,287 | | | | 7,494,127 | |
| R. Adam Norwitt | | | 240,637,100 | | | | 23,140,413 | | | | 1,367,501 | | | | 7,494,127 | |
| Anne Clarke Wolff | | | 257,830,687 | | | | 7,220,231 | | | | 94,096 | | | | 7,494,127 | |
2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
| FOR | | 263,253,094 | | AGAINST | | 8,843,631 |
| | | | | | | |
| ABSTAIN | | 542,416 | | NON-VOTES | | 0 |
3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
| FOR | | 240,953,272 | | AGAINST | | 23,910,788 |
| | | | | | | |
| ABSTAIN | | 280,954 | | NON-VOTES | | 7,494,127 |
4. STOCKHOLDER PROPOSAL TO MAKE SHAREHOLDER RIGHT TO CALL SPECIAL MEETING MORE ACCESSIBLE
| FOR | | 112,947,303 | | AGAINST | | 152,057,859 |
| | | | | | | |
| ABSTAIN | | 139,852 | | NON-VOTES | | 7,494,127 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Document Description |
| | | |
| 104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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 21, 2020 | | |
