0001104659-15-040661.txt : 20150526 0001104659-15-040661.hdr.sgml : 20150525 20150526132305 ACCESSION NUMBER: 0001104659-15-040661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150520 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150526 DATE AS OF CHANGE: 20150526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMPHENOL CORP /DE/ CENTRAL INDEX KEY: 0000820313 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 222785165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10879 FILM NUMBER: 15888744 BUSINESS ADDRESS: STREET 1: 358 HALL AVE CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2032658900 8-K 1 a15-12655_18k.htm 8-K

 

 

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, 2015

 

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))

 

 

 


 

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

 

Effective May 26, 2015, the Board of Directors amended and restated the Company’s Certificate of Incorporation to Amend Article Fourth to increase the number of shares of Common Stock which the Company is authorized to issue by 500,000,000 from 500,000,000 to 1,000,000,000.

 

This description of the amendments to the Certificate of Incorporation is qualified in its entirety by reference to the text of the Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

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

 

(a)                                 The annual meeting of the stockholders of the Company was held on May 20, 2015.  As of March 23, 2015, the record date for the meeting, 310,473,534 shares of the Company’s common stock were outstanding.  A quorum of 288,030,897 were present or represented at the meeting.

 

(b)                                 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) approved of amendments to the Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue by 500,000,000 from 500,000,000 to 1,000,000,000.  Voting of shares for each item is as follows:

 

1.                                      Election of Directors:

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

Ronald P. Badie

 

277,985,743

 

1,742,939

 

587,265

 

7,714,950

 

Stanley L. Clark

 

277,573,328

 

2,155,610

 

587,009

 

7,714,950

 

David P. Falck

 

277,528,885

 

2,200,059

 

587,003

 

7,714,950

 

Edward G. Jepsen

 

276,817,154

 

2,911,084

 

587,709

 

7,714,950

 

Randall D. Ledford

 

279,343,696

 

515,898

 

456,353

 

7,714,950

 

Andrew E. Lietz

 

275,742,291

 

4,117,413

 

456,243

 

7,714,950

 

Martin H. Loeffler

 

277,338,007

 

2,521,460

 

456,480

 

7,714,950

 

John R. Lord

 

275,995,954

 

3,863,654

 

456,339

 

7,714,950

 

R. Adam Norwitt

 

278,204,363

 

1,654,663

 

456,921

 

7,714,950

 

 

2.                                      Ratification of Selection of Deloitte & Touche LLP as Independent Accountants of the Company:

 

Votes For

 

285,132,628

 

Votes Against

 

2,470,718

 

Abstentions

 

427,551

 

Broker Non-Votes

 

0

 

 

3.                                     Advisory Vote on Compensation of Named Executive Officers:

 

Votes For

 

274,811,481

 

Votes Against

 

4,882,316

 

Abstentions

 

622,150

 

Broker Non-Votes

 

7,714,950

 

 

2


 

4.                                      Approval of an increase in the number of Authorized Shares

 

Votes For

 

280,935,358

 

Votes Against

 

6,587,865

 

Abstentions

 

507,674

 

Broker Non-Votes

 

0

 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is attached herewith:

 

Exhibit 3.1                                     Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation (as of May 26, 2015)

 

3


 

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 thereunto duly authorized.

 

 

 

 

AMPHENOL CORPORATION

 

 

 

 

 

 

 

By:

 

/s/ R. Adam Norwitt

 

 

 

R. Adam Norwitt

 

 

 

President and
Chief Executive Officer

 

Date: May 26, 2015

 

Exhibit Index

 

Exhibit
Number

 

Exhibit Description

 

 

 

3.1

 

Fourth Certificate of Amendment of Amended and Restated Certificate of Incorporation (as of May 26, 2015)

 

4

 EX-3.1 2 a15-12655_1ex3d1.htm EX-3.1

Exhibit 3.1

 

AMPHENOL CORPORATION

 

Fourth Certificate of Amendment of
Amended and Restated Certificate of Incorporation
 (as of May 26, 2015)

 

Amphenol Corporation, a corporation organized and existing under the state of Delaware (the “Corporation”), does hereby certify that:

 

FIRST:  That by Action of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof.  The resolution setting for the proposed amendment is as follows:

 

RESOLVED, that the Third Amended and Restated Certificate of Incorporation of the Corporation be further amended by changing the Fourth Article thereof so that, as amended, said Article shall be and read as follows:

 

“FOURTH:  The total number of shares of stock that the Corporation is authorized to issue is 1,000,000,000 shares of Class A Common Stock, par value $.001 each.”

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an Annual Meeting of the Stockholders of said Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: That this Fourth Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective as of May 26, 2015.

 

IN WITNESS WHEREOF, said Amphenol Corporation has caused this Certificate to be signed by Edward C. Wetmore, its Vice President, Secretary and General Counsel on this 26th day of May 2015.