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): December 5, 2018
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
1-10879 |
22-2785165 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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358 Hall Avenue, Wallingford, Connecticut |
06492 |
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(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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2018, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from ten to eleven. Also, on December 5, 2018, to fill the resulting vacancy, the Board of Directors of the Company appointed Robert A. Livingston, 65, as a member of the Company’s Board of Directors effective immediately. Mr. Livingston is the former President and Chief Executive Officer of Dover Corporation.
Mr. Livingston will receive cash and equity compensation as a non-employee director of the Company in accordance with the Company’s non-employee director compensation practices and plans described in the Company’s 2018 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 13, 2018. Mr. Livingston will receive an interim grant of restricted shares under the 2012 Restricted Stock Plan for Directors of Amphenol Corporation. This grant will be prorated from the date of his appointment to the Board of Directors until the Company’s next annual stockholders meeting.
The Board of Directors has determined that Mr. Livingston is an independent director under the New York Stock Exchange listing standards. Mr. Livingston has not yet been appointed to serve on any committees of the Board of Directors. There are no transactions between Mr. Livingston and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Livingston and any other person pursuant to which he was selected as a director.
A copy of the Company’s related press release announcing the appointment of Mr. Livingston is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated December 6, 2018
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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.
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AMPHENOL CORPORATION |
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By: |
/s/ Craig A. Lampo |
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Craig A. Lampo |
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Senior Vice President and Chief Financial Officer |
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Date: December 6, 2018 |
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Exhibit 99.1
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Amphenol |
News Release |
World Headquarters
358 Hall Avenue
Wallingford, CT 06492
Telephone (203) 265-8900
FOR IMMEDIATE RELEASE
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For Further Information: |
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Craig A. Lampo |
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Senior Vice President and |
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Chief Financial Officer |
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203-265-8625 |
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www.amphenol.com |
ROBERT LIVINGSTON APPOINTED TO
BOARD OF DIRECTORS
OF AMPHENOL CORPORATION
Wallingford, Connecticut. December 6, 2018. Amphenol Corporation (NYSE: APH) today announced that Robert A. Livingston, former President and Chief Executive Officer of Dover Corporation (NYSE: DOV), has been appointed to Amphenol’s board of directors.
Prior to his retirement in April 2018, Mr. Livingston spent 35 years with the Dover Corporation, including most recently as its President and Chief Executive Officer for almost 10 years. Prior to that, Mr. Livingston served as President of Dover Engineered Systems and Dover Electronics. Mr. Livingston has a Bachelor of Science in Business Administration from Salisbury University. Mr. Livingston is also a member of the board of directors of RPM International Inc.
“Bob brings a wealth of experience to Amphenol and we are excited to welcome him to Amphenol’s board of directors,” said R. Adam Norwitt, Amphenol’s CEO. “We believe his successful track record leading a large, publicly-traded U.S. multinational manufacturer together with his extensive experience in global manufacturing, mergers and acquisitions and finance will be extremely valuable as Amphenol continues to grow around the world.”
“We conducted an exhaustive search for a director who would further strengthen our board’s breadth of talent and background, and we are delighted to have identified such an outstanding individual,” said Martin Loeffler, Amphenol’s Chairman. “I am confident that Bob will make a significant contribution to the board and the Company.”
“I have been extremely impressed by Amphenol’s innovative products, dynamic leadership team and unique entrepreneurial culture, and am honored to be joining their board,” said Mr. Livingston. “I have tremendous respect for Martin, Adam and the other board members, and I look forward to working with them.”
Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.
Forward-Looking Statements
Statements in this press release which are other than historical facts are intended to be “forward looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2017, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.