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

A special meeting of shareholders of MTS Systems Corporation, a Minnesota corporation (the "Company"), was held virtually via the Internet at 11:00 AM Eastern Time on March 4, 2021 (the "Special Meeting"). A total of 15,050,331 shares of common stock, par value $0.25 per share, of the Company ("Common Stock"), out of a total of 19,474,695.082 shares of Common Stock issued and outstanding and entitled to vote as of January 27, 2021 (the record date for the Special Meeting), were present at the Special Meeting via the Special Meeting website or by proxy, and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in detail in the Company's definitive proxy statement (the "Proxy Statement"), dated January 28, 2021 and first mailed to the Company's shareholders on or about January 29, 2021, is set forth below:

Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement

As previously disclosed, on December 8, 2020, the Company entered into an Agreement and Plan of Merger, by and among the Company, Amphenol Corporation, a Delaware corporation ("Parent") and Moon Merger Sub Corporation, a Minnesota corporation and a wholly-owned subsidiary of Parent ("Sub") (as may be amended from time to time and including the plan of merger attached as Exhibit A thereto, the "Merger Agreement"). The Merger Agreement provides that Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the "Merger").

At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve and adopt the Merger Agreement. The votes on this proposal were as follows:





  Votes       Votes      Votes
   For       Against   Abstained
14,956,656   61,226     32,449

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the Merger. The vote regarding the named executive offers' Merger-related compensation was advisory only and the result of the vote is not binding on the Company or Parent and is not a condition to consummation of the Merger. The votes on this proposal were as follows:





  Votes       Votes      Votes
   For       Against   Abstained
14,502,820   468,721    78,790

Adjournment of the Special Meeting

Because shareholders holding at least a majority of the outstanding voting shares of Common Stock approved the proposal to adopt the Merger Agreement, the proposal to adjourn the Special Meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was rendered moot and was not called for a vote at the Special Meeting.




Item 8.01 Other Events.

On March 4, 2021, the Company issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits



Exhibit No.   Description
99.1            Press Release of MTS Systems Corporation dated March 4, 2021
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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