Amphenol : Submission of Matters to a Vote of Security Holders - Form 8-K

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 18, 2023

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: [phone]

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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held on May 18, 2023. As of March 20, 2023, the record date for the meeting, 595,262,194 shares of the Company's Class A Common Stock were outstanding. A quorum of 551,551,783 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 to approve compensation of named executive officers, (iv) voted for one year on the advisory vote on the frequency of future advisory votes to approve compensation of named executive officers and (v) voted against a stockholder proposal regarding political spending disclosure. 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 10, 2023, is as follows:

1.	ELECTION OF DIRECTORS

FORthe nominees:

NOMINEE		FOR			AGAINST			ABSTAIN			NON-VOTES
Nancy A. Altobello			529,475,417				8,199,415				189,982				13,686,969
David P. Falck			491,992,999				45,671,727				200,088				13,686,969
Edward G. Jepsen			512,809,170				23,781,997				1,273,647				13,686,969
Rita S. Lane			533,019,736				4,656,169				188,909				13,686,969
Robert A. Livingston			520,881,095				16,779,299				204,420				13,686,969
Martin H. Loeffler			519,819,909				17,787,223				257,682				13,686,969
R. Adam Norwitt			535,364,371				2,303,039				197,404				13,686,969
Prahlad Singh			537,069,869				592,848				202,097				13,686,969
Anne Clarke Wolff			531,751,140				5,840,674				273,000				13,686,969

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

FOR			522,377,765			AGAINST			28,761,906
ABSTAIN			412,112			NON-VOTES			0

3.	ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

FOR			484,308,525			AGAINST			53,281,794
ABSTAIN			274,495			NON-VOTES			13,686,969

4.	ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

ONE YEAR			532,561,235			TWO YEARS			62,653
THREE YEARS			5,103,590			ABSTAIN			137,336
NON-VOTES			13,686,969

5.	ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING POLITICAL SPENDING DISCLOSURE

FOR			241,656,138			AGAINST			292,896,835
ABSTAIN			3,311,841			NON-VOTES			13,686,969

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 18, 2023