Amphenol Corp 8-K/A, filed May 19, 2022
Amphenol Corp /De/ (APH)
About this 8-K/A
Amphenol Corp filed this 8-K/A on May 19, 2022, reporting on events of May 18, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A is being filed solely to correct a typographical error in the spelling of a name of one of the director nominees included in the voting results table for Proposal 1 as disclosed in the Current Report on Form 8-K filed by Amphenol Corporation (the “Company”) on May 18, 2022 (the “Original 8-K”). This Amendment No. 1 on Form 8-K/A does not amend or update any other information set forth in the Original 8-K.
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, 2022. As of March 21, 2022, the record date for the meeting, 597,538,403 shares of the Company’s Class A Common Stock were outstanding. A quorum of 544,658,520 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 on compensation of named executive officers, and (iv) voted against a stockholder proposal regarding proxy access. 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 11, 2022, is as follows:
| 1. | ELECTION OF DIRECTORS |
FOR the nominees:
| NOMINEE | FOR | AGAINST | ABSTAIN | NON-VOTES | ||||||||||||
| Nancy A. Altobello | 528,350,330 | 1,010,120 | 168,368 | 15,129,702 | ||||||||||||
| Stanley L. Clark | 496,281,296 | 33,058,158 | 189,364 | 15,129,702 | ||||||||||||
| David P. Falck | 474,524,116 | 54,818,384 | 186,318 | 15,129,702 | ||||||||||||
| Edward G. Jepsen | 504,524,738 | 24,818,670 | 185,410 | 15,129,702 | ||||||||||||
| Rita S. Lane | 516,878,699 | 12,481,415 | 168,704 | 15,129,702 | ||||||||||||
| Robert A. Livingston | 520,832,915 | 8,508,738 | 187,165 | 15,129,702 | ||||||||||||
| Martin H. Loeffler | 510,236,710 | 19,075,917 | 216,191 | 15,129,702 | ||||||||||||
| R. Adam Norwitt | 524,907,957 | 4,440,445 | 180,416 | 15,129,702 | ||||||||||||
| Anne Clarke Wolff | 520,856,064 | 8,503,883 | 168,871 | 15,129,702 | ||||||||||||
| 2. | RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY |
| FOR | 506,808,783 | AGAINST | 35,723,119 | |
| ABSTAIN | 2,126,618 | NON-VOTES | 0 | |
| 3. | ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS |
| FOR | 463,709,461 | AGAINST | 65,496,740 | |
| ABSTAIN | 322,617 | NON-VOTES | 15,129,702 | |
| 4. | ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT |
| FOR | 230,094,752 | AGAINST | 297,812,602 | |
| ABSTAIN | 1,621,464 | NON-VOTES | 15,129,702 | |
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 19, 2022