Current Report Filing (8-k)
19 Mayo 2023 - 5:01AM
Edgar (US Regulatory)
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2023-05-18
2023-05-18
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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 18, 2023
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 18, 2023. As of March 20, 2023, the record date for the meeting, 595,262,194 shares of the Company’s
Class A Common Stock were outstanding. A quorum of 551,551,783 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 to approve compensation of named executive officers, (iv) voted for one year
on the advisory vote on the frequency of future advisory votes to approve compensation of named executive officers and (v) voted
against a stockholder proposal regarding political spending disclosure. 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 10, 2023, is as follows:
FOR the
nominees:
| NOMINEE | |
FOR | | |
AGAINST | | |
ABSTAIN | | |
NON-VOTES | |
| Nancy
A. Altobello | |
| 529,475,417 | | |
| 8,199,415 | | |
| 189,982 | | |
| 13,686,969 | |
| David P. Falck | |
| 491,992,999 | | |
| 45,671,727 | | |
| 200,088 | | |
| 13,686,969 | |
| Edward
G. Jepsen | |
| 512,809,170 | | |
| 23,781,997 | | |
| 1,273,647 | | |
| 13,686,969 | |
| Rita S.
Lane | |
| 533,019,736 | | |
| 4,656,169 | | |
| 188,909 | | |
| 13,686,969 | |
| Robert
A. Livingston | |
| 520,881,095 | | |
| 16,779,299 | | |
| 204,420 | | |
| 13,686,969 | |
| Martin
H. Loeffler | |
| 519,819,909 | | |
| 17,787,223 | | |
| 257,682 | | |
| 13,686,969 | |
| R. Adam
Norwitt | |
| 535,364,371 | | |
| 2,303,039 | | |
| 197,404 | | |
| 13,686,969 | |
| Prahlad
Singh | |
| 537,069,869 | | |
| 592,848 | | |
| 202,097 | | |
| 13,686,969 | |
| Anne Clarke
Wolff | |
| 531,751,140 | | |
| 5,840,674 | | |
| 273,000 | | |
| 13,686,969 | |
| 2. | RATIFICATION OF SELECTION OF DELOITTE & TOUCHE
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY |
| FOR | | |
522,377,765 | | |
AGAINST | | |
28,761,906 | |
| | | |
| | |
| | |
| |
| ABSTAIN | | |
412,112 | | |
NON-VOTES | | |
0 | |
| 3. |
ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |
| FOR | |
| 484,308,525 | | |
AGAINST | |
| 53,281,794 | |
| | |
| | | |
| |
| | |
| ABSTAIN | |
| 274,495 | | |
NON-VOTES | |
| 13,686,969 | |
| 4. | ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS |
| ONE
YEAR | |
| 532,561,235 | | |
TWO
YEARS | |
| 62,653 | |
| | |
| | | |
| |
| | |
| THREE YEARS | |
| 5,103,590 | | |
ABSTAIN | |
| 137,336 | |
| | |
| | | |
| |
| | |
| NON-VOTES | |
| 13,686,969 | | |
| |
| | |
| 5. |
ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING POLITICAL SPENDING DISCLOSURE |
| FOR | |
| 241,656,138 | | |
AGAINST | |
| 292,896,835 | |
| | |
| | | |
| |
| | |
| ABSTAIN | |
| 3,311,841 | | |
NON-VOTES | |
| 13,686,969 | |
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 18, 2023 |
|
|
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