UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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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 |