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.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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).
- Change
- charter amendment
- Effective
- 2024-05-16
Exact text from the filing
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”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AMPHENOL CORP /DE/ shareholders approved Ratification and approval of 2024 Restricted Stock Plan for Directors of Amphenol Corporation at the 2024-05-16 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AMPHENOL CORP /DE/ shareholders approved Ratification of the selection of Deloitte & Touche LLP as independent public accountants at the 2024-05-16 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AMPHENOL CORP /DE/ shareholders approved Election of nine directors at the 2024-05-16 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
ELECTION OF NINE DIRECTORS FOR the nominees: NOMINEE FOR AGAINST ABSTAIN NON-VOTES Nancy A.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AMPHENOL CORP /DE/ shareholders rejected Stockholder proposal regarding Special Shareholder Meeting Improvement at the 2024-05-16 meeting.
- Outcome
- failed
- Meeting
- 2024-05-16
Exact text from the filing
6. STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT FOR 218,301,990 AGAINST 323,134,185 ABSTAIN 728,122 NON-VOTES 15,832,165
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AMPHENOL CORP /DE/ shareholders approved Advisory vote to approve compensation of named executive officers at the 2024-05-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-05-16
Exact text from the filing
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
View on SEC.gov
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