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    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

    5/16/25 4:01:22 PM ET
    $APH
    Electrical Products
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    Get the next $APH alert in real time by email
    false --12-31 0000820313 0000820313 2025-05-15 2025-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 15, 2025

     

    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

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    On May 15, 2025, the stockholders of Amphenol Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation to amend Article FOURTH thereof to increase the number of shares of Class A Common Stock, par value $.001 per share (“Common Stock”), that the Company is authorized to issue by 3 billion from 2 billion to 5 billion (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 15, 2025.

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    The annual meeting of stockholders of the Company was held on May 15, 2025.  As of March 17, 2025, the record date for the meeting, 1,211,783,313 shares of Common Stock were outstanding.  A quorum of 1,103,209,527 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 public accountants of the Company, (iii) approved the advisory vote to approve compensation of named executive officers, (iv) approved the Charter Amendment, and (v) did not approve a stockholder proposal regarding support for special shareholder meeting improvement.  The voting results for each item, all of which are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 4, 2025, are as follows:

     

    1. ELECTION OF EIGHT DIRECTORS

     

    FOR the nominees:

     

    NOMINEE FOR AGAINST ABSTAIN NON-VOTES
    Nancy A. Altobello 1,045,736,833 10,969,311 1,832,153 44,671,230
    David P. Falck 1,005,432,133 51,252,353 1,853,811 44,671,230
    Rita S. Lane 1,052,780,519 3,430,230 2,327,548 44,671,230
    Robert A. Livingston 1,023,506,546 33,180,026 1,851,725 44,671,230
    Martin H. Loeffler 1,025,566,274 31,079,227 1,892,796 44,671,230
    R. Adam Norwitt 1,053,453,223 4,290,165 794,909 44,671,230
    Prahlad Singh 1,046,271,081 9,908,793 2,358,423 44,671,230
    Anne Clarke Wolff 1,052,760,940 3,404,299 2,373,058 44,671,230

     

    2. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS

     

    FOR 1,036,552,396   AGAINST 65,245,590
             
    ABSTAIN 1,410,541   NON-VOTES 0

     

    3.ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

      

    FOR 959,579,761   AGAINST 86,430,060
             
    ABSTAIN 12,528,476   NON-VOTES 44,671,230

     

     

     

     

    4.

    APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

     

    FOR 856,330,104   AGAINST 244,620,802
             
    ABSTAIN 2,258,621   NON-VOTES 0

     

    5. STOCKHOLDER PROPOSAL REGARDING SUPPORT FOR SPECIAL SHAREHOLDER MEETING IMPROVEMENT

     

    FOR 121,557,433   AGAINST 934,612,439
             
    ABSTAIN 2,368,425   NON-VOTES 44,671,230

     

    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, 2025    

     

     

     

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