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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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
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2024, the stockholders of Amphenol Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to amend Article SEVENTH thereof to eliminate the liability of officers for monetary damages to the Company or its stockholders for any breach of fiduciary duty, except as otherwise provided by the Delaware General Corporation Law (the “Charter Amendment”).
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 16, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 16, 2024. As of March 18, 2024, the record date for the meeting, 601,571,637 shares of the Company’s Class A Common Stock were outstanding. A quorum of 557,996,462 shares were present or represented at the meeting.
The stockholders (i) elected each of the Company’s nominees for director, (ii) ratified and approved the 2024 Restricted Stock Plan for Directors of Amphenol Corporation, (iii) ratified the selection of Deloitte & Touche LLP as independent public accountants of the Company, (iv) approved the advisory vote to approve compensation of named executive officers, (v) approved an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, and (vi) voted against a stockholder proposal regarding Special Shareholder Meeting Improvement. 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 8, 2024, is as follows:
| 1. | ELECTION OF NINE DIRECTORS |
FOR the nominees:
| NOMINEE | FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
| Nancy A. Altobello | 533,987,369 | 7,976,276 | 200,652 | 15,832,165 | |||||
| David P. Falck | 513,099,676 | 28,850,982 | 213,639 | 15,832,165 | |||||
| Edward G. Jepsen | 525,963,984 | 15,988,329 | 211,984 | 15,832,165 | |||||
| Rita S. Lane | 537,002,318 | 4,965,020 | 196,959 | 15,832,165 | |||||
| Robert A. Livingston | 525,513,649 | 16,444,476 | 206,172 | 15,832,165 | |||||
| Martin H. Loeffler | 520,179,144 | 21,775,374 | 209,779 | 15,832,165 | |||||
| R. Adam Norwitt | 535,055,044 | 6,901,178 | 208,075 | 15,832,165 | |||||
| Prahlad Singh | 541,043,885 | 908,505 | 211,907 | 15,832,165 | |||||
| Anne Clarke Wolff | 421,886,847 | 117,408,469 | 2,868,981 | 15,832,165 |
| 2. | RATIFICATION AND APPROVAL OF 2024 RESTRICTED STOCK PLAN FOR DIRECTORS OF AMPHENOL CORPORATION |
| FOR | 518,310,267 | AGAINST | 23,612,883 | ||||
| ABSTAIN | 241,147 | NON-VOTES | 15,832,165 |
| 3. | RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS |
| FOR | 524,182,629 | AGAINST | 33,335,655 | ||||
| ABSTAIN | 478,178 | NON-VOTES | 0 |
| 4. | ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS |
| FOR | 496,901,216 | AGAINST | 44,975,779 | ||||
| ABSTAIN | 287,302 | NON-VOTES | 15,832,165 |
| 5. |
APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION |
| FOR | 475,144,899 | AGAINST | 66,774,618 | ||||
| ABSTAIN | 244,780 | NON-VOTES | 15,832,165 |
| 6. | STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT |
| FOR | 218,301,990 | AGAINST | 323,134,185 | ||||
| ABSTAIN | 728,122 | NON-VOTES | 15,832,165 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Amphenol Corporation | |
| 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 16, 2024
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
AMPHENOL CORPORATION
Amphenol Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
| 1. | The name of the Corporation is Amphenol Corporation (hereinafter, the “Corporation”). |
| 2. | Article SEVENTH of the Corporation’s Restated Certificate of Incorporation is amended and restated in its entirety to read as follows: |
“SEVENTH: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment, repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.”
| 3. | The amendment set forth in this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be executed by a duly authorized officer of the Corporation on May 16, 2024.
| By: | /s/ Lance D’Amico | |
| Name: Lance D’Amico | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
Cover |
May 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 16, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 1-10879 |
| Entity Registrant Name | AMPHENOL CORPORATION |
| Entity Central Index Key | 0000820313 |
| Entity Tax Identification Number | 22-2785165 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 358 Hall Avenue |
| Entity Address, City or Town | Wallingford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06492 |
| City Area Code | 203 |
| Local Phone Number | 265-8900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A Common Stock, $0.001 par value |
| Trading Symbol | APH |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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