Amphenol Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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