8-K filed May 16, 2024, 7:59 PM ET ticker APH CIK 0000820313

other material confidence high sentiment neutral materiality 0.40

Amphenol shareholders approve officer exculpation charter amendment; elect directors

AMPHENOL CORP /DE/

Shareholders approved charter amendment eliminating officer liability for breach of fiduciary duty under Delaware law; effective May 16, 2024.
All nine director nominees elected: Altobello, Falck, Jepsen, Lane, Livingston, Loeffler, Norwitt, Singh, Wolff.
Ratified 2024 Restricted Stock Plan for Directors (518.3M for, 23.6M against) and Deloitte & Touche as auditors (524.2M for).
Advisory vote on executive compensation passed (496.9M for, 45.0M against); stockholder proposal on special meeting improvement defeated (218.3M for, 323.1M against).
Quorum of 558M shares present out of 601.6M outstanding; annual meeting held May 16, 2024.

item 5.03 item 5.07 item 9.01

Machine-readable event card

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accession: 0001104659-24-062561
form_type: 8-K
ticker: APH
cik: 0000820313
company_name: AMPHENOL CORP /DE/
filed_at: 2024-05-16T23:59:59+00:00
discovered_at: 2026-05-14T18:03:22.072906+00:00
generated_at: 2026-06-01T22:14:02.095222+00:00
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Source-grounded claims

2064c1624bf6c129cbd160639b895eea11ed188c

AMPHENOL CORP /DE/: Amended Article SEVENTH of the Restated Certificate of Incorporation to eliminate officer liability for monetary damages for breach of fiduciary duty, consistent with new Delaware law provisions regarding officer exculpation (effective 2024-05-16).

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”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

0b0c12be5ff37890cf80bea96c06c6c43fbca7be

AMPHENOL CORP /DE/ shareholders approved Ratification and approval of 2024 Restricted Stock Plan for Directors of Amphenol Corporation at the 2024-05-16 meeting.

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

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

2172d0c105f4c5ae2fda103ea1b75a382a99aff0

AMPHENOL CORP /DE/ shareholders approved Ratification of the selection of Deloitte & Touche LLP as independent public accountants at the 2024-05-16 meeting.

3. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 524,182,629 AGAINST 33,335,655 ABSTAIN 478,178 NON-VOTES 0

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

2919bc60908006ddb02c653eea6ace31d5a6d612

AMPHENOL CORP /DE/ shareholders approved Approval of an amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2024-05-16 meeting.

5. APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION FOR 475,144,899 AGAINST 66,774,618 ABSTAIN 244,780 NON-VOTES 15,832,165

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

4e3a3d3600ec490302481b5399cf6744a6dd8db4

AMPHENOL CORP /DE/ shareholders approved Election of nine directors at the 2024-05-16 meeting.

ELECTION OF NINE DIRECTORS FOR the nominees: NOMINEE FOR AGAINST ABSTAIN NON-VOTES Nancy A.

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

6e13b145b52ea81d4af1af56160c38132e9c4a65

AMPHENOL CORP /DE/ shareholders rejected Stockholder proposal regarding Special Shareholder Meeting Improvement at the 2024-05-16 meeting.

6. STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT FOR 218,301,990 AGAINST 323,134,185 ABSTAIN 728,122 NON-VOTES 15,832,165

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

e836eb5eb6aba2127168174b78bcb6948b8afd9e

AMPHENOL CORP /DE/ shareholders approved Advisory vote to approve compensation of named executive officers at the 2024-05-16 meeting.

4. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS FOR 496,901,216 AGAINST 44,975,779 ABSTAIN 287,302 NON-VOTES 15,832,165

SEC 8-K Item 5.07 confidence 0.9 SEC evidence

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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”).

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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”).

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