Amphenol Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2026, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from eight to nine. Also, on January 8, 2026, to fill the resulting vacancy, the Board of Directors of the Company appointed Sanjiv Lamba, 61, as a member of the Company’s Board of Directors effective immediately.
Mr. Lamba 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 definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 4, 2025. Mr. Lamba will receive an interim grant of restricted shares under the 2024 Restricted Stock Plan for Directors of Amphenol Corporation. This grant will be prorated from the date of his appointment to the Board until the Company’s next annual stockholders meeting. Mr. Lamba will enter into the Company’s standard form of Indemnification Agreement, which was filed as Exhibit 10.27 to Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017.
The Board of Directors has determined that Mr. Lamba is an independent director under the New York Stock Exchange listing standards. Mr. Lamba has not yet been appointed to serve on any committees of the Board of Directors. There are no transactions between Mr. Lamba and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Lamba and any other person pursuant to which he was selected as a director.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s related press release, announcing the appointment of Mr. Lamba described above, is attached hereto, with this report, as Exhibit 99.1 and incorporated by reference.
The information set forth in this Item 7.01, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Document Description | |
| 99.1 | Press Release dated January 8, 2026 | |
| 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 | ||
| Executive Vice President, Secretary and General Counsel | ||
| Date: January 8, 2026 |