Amphenol Corp Files 8-K on Corporate Updates

Ticker: APH · Form: 8-K · Filed: 2024-05-16T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, filing, bylaws

TL;DR

Amphenol filed an 8-K for routine corporate updates - no major news.

AI Summary

On May 16, 2024, Amphenol Corporation filed an 8-K report detailing several corporate actions. These include amendments to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. The filing does not specify any new financial transactions or material events beyond these procedural corporate updates.

Why It Matters

This filing indicates routine corporate governance and administrative updates for Amphenol Corporation, rather than a material event impacting its business operations or financial performance.

Risk Assessment

Risk Level: low — The filing pertains to standard corporate governance and administrative matters, with no indication of new financial risks or significant business changes.

Key Players & Entities

FAQ

What specific amendments were made to Amphenol Corporation's Articles of Incorporation or Bylaws?

The filing does not specify the exact nature of the amendments to the Articles of Incorporation or Bylaws, only that they were submitted.

What matters were submitted to a vote of Amphenol Corporation's security holders?

The filing indicates that matters were submitted to a vote, but does not detail what those specific matters were.

Are there any new financial statements or exhibits included with this 8-K filing?

Yes, the filing states that Financial Statements and Exhibits are being submitted as part of this report.

Does this 8-K filing report any significant business changes or material events for Amphenol Corporation?

No, the filing primarily concerns routine corporate governance and administrative updates, not significant business changes or material events.

What is the principal executive office address for Amphenol Corporation?

The principal executive offices are located at 358 Hall Avenue, Wallingford, Connecticut 06492.

Filing Stats: 884 words · 4 min read · ~3 pages · Grade level 12.8 · Accepted 2024-05-16 16:33:10

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation

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.

07 Submission of Matters to a Vote of Security Holders

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. RATIFIC

01 Financial Statements and Exhibits

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

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