{"schema_version":"secwatch.filing_event.v1","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","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Amphenol shareholders approve officer exculpation charter amendment; elect directors","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-062561","json":"https://secwatch.observer/filing/0001104659-24-062561.json","markdown":"https://secwatch.observer/filing/0001104659-24-062561.md","text":"https://secwatch.observer/filing/0001104659-24-062561.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/tm2414717d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T22:14:02.095222+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2064c1624bf6c129cbd160639b895eea11ed188c","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"0b0c12be5ff37890cf80bea96c06c6c43fbca7be","claim":"AMPHENOL CORP /DE/ shareholders approved Ratification and approval of 2024 Restricted Stock Plan for Directors of Amphenol Corporation at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"2172d0c105f4c5ae2fda103ea1b75a382a99aff0","claim":"AMPHENOL CORP /DE/ shareholders approved Ratification of the selection of Deloitte & Touche LLP as independent public accountants at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"2919bc60908006ddb02c653eea6ace31d5a6d612","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"4e3a3d3600ec490302481b5399cf6744a6dd8db4","claim":"AMPHENOL CORP /DE/ shareholders approved Election of nine directors at the 2024-05-16 meeting.","evidence_excerpt":"ELECTION OF NINE DIRECTORS FOR the nominees: NOMINEE FOR AGAINST ABSTAIN NON-VOTES Nancy A.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"6e13b145b52ea81d4af1af56160c38132e9c4a65","claim":"AMPHENOL CORP /DE/ shareholders rejected Stockholder proposal regarding Special Shareholder Meeting Improvement at the 2024-05-16 meeting.","evidence_excerpt":"6. STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT FOR 218,301,990 AGAINST 323,134,185 ABSTAIN 728,122 NON-VOTES 15,832,165","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9},{"claim_id":"e836eb5eb6aba2127168174b78bcb6948b8afd9e","claim":"AMPHENOL CORP /DE/ shareholders approved Advisory vote to approve compensation of named executive officers at the 2024-05-16 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001065696-26-000036","ticker":"LKQ","company_name":"LKQ CORP","filed_at":"2026-05-08T23:59:59+00:00","headline":"LKQ stockholders approve 25% special meeting right; all director nominees elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.4,"calibrated_materiality_score":0.4,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001065696-26-000036","json":"https://secwatch.observer/filing/0001065696-26-000036.json","markdown":"https://secwatch.observer/filing/0001065696-26-000036.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/lkq-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1065696/000106569626000036/0001065696-26-000036-index.htm"}},{"accession":"0001104659-26-057731","ticker":"AEIS","company_name":"ADVANCED ENERGY INDUSTRIES INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"AEIS stockholders approve doubling of authorized shares to 140M and expansion of equity plan to 4.9M shares","event_type":"other_material","sec_items":["5.02","5.07","5.03","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057731","json":"https://secwatch.observer/filing/0001104659-26-057731.json","markdown":"https://secwatch.observer/filing/0001104659-26-057731.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/0001104659-26-057731-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/tm2612734d2_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/927003/000110465926057731/0001104659-26-057731-index.htm"}},{"accession":"0001140361-26-020041","ticker":"ENTG","company_name":"ENTEGRIS INC","filed_at":"2026-05-08T23:59:59+00:00","headline":"Entegris shareholders eliminate supermajority voting; all directors elected","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020041","json":"https://secwatch.observer/filing/0001140361-26-020041.json","markdown":"https://secwatch.observer/filing/0001140361-26-020041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/ef20072733_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1101302/000114036126020041/0001140361-26-020041-index.htm"}},{"accession":"0001193125-26-214945","ticker":"MAN","company_name":"ManpowerGroup Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"ManpowerGroup declares $0.72 dividend; shareholders approve equity plan amendment and director removal without cause","event_type":"other_material","sec_items":["5.02","5.03","5.07","8.01","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214945","json":"https://secwatch.observer/filing/0001193125-26-214945.json","markdown":"https://secwatch.observer/filing/0001193125-26-214945.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/man-20260508.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/871763/000119312526214945/0001193125-26-214945-index.htm"}},{"accession":"0001104659-26-057271","ticker":"TCMD","company_name":"TACTILE SYSTEMS TECHNOLOGY INC","filed_at":"2026-05-07T23:59:59+00:00","headline":"Tactile Systems shareholders approve director removal amendment, re-elect all directors","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057271","json":"https://secwatch.observer/filing/0001104659-26-057271.json","markdown":"https://secwatch.observer/filing/0001104659-26-057271.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/tm2613832d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1027838/000110465926057271/0001104659-26-057271-index.htm"}},{"accession":"0001193125-26-212065","ticker":"FBIN","company_name":"Fortune Brands Innovations, Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Fortune Brands shareholders approve removal of supermajority voting, board declassification","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event 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Amendment”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, the form of which was included as Appendix B to the Company's definitive Proxy Statement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1519751/000119312526212065/0001193125-26-212065-index.htm"}},{"accession":"0000883948-26-000051","ticker":"AUB","company_name":"Atlantic Union Bankshares Corp","filed_at":"2026-05-06T23:59:59+00:00","headline":"Atlantic Union shareholders approve removal of supermajority voting requirements","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.3,"calibrated_materiality_score":0.3,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000883948-26-000051","json":"https://secwatch.observer/filing/0000883948-26-000051.json","markdown":"https://secwatch.observer/filing/0000883948-26-000051.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/aub-20260505x8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"The Amended and Restated Articles were effective on May 6, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/883948/000088394826000051/0000883948-26-000051-index.htm"}},{"accession":"0001144980-26-000082","ticker":"ABG","company_name":"ASBURY AUTOMOTIVE GROUP INC","filed_at":"2026-05-06T23:59:59+00:00","headline":"Asbury shareholders remove supermajority vote rules; reject special meeting proposal","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.35,"calibrated_materiality_score":0.35,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001144980-26-000082","json":"https://secwatch.observer/filing/0001144980-26-000082.json","markdown":"https://secwatch.observer/filing/0001144980-26-000082.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/abg-20260504.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/820313/000110465924062561/0001104659-24-062561-index.htm","comparable_excerpt":"(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1144980/000114498026000082/0001144980-26-000082-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}