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:
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 | | |
