8-KOther Events

AMPHENOL CORP /DE/ 8-K Report, Corporate Update (Dec 21, 2005)

Filed December 21, 2005For Securities:APH

Summary

Amphenol Corporation (APH) filed a Form 8-K on December 20, 2005, to disclose information regarding the presiding directors at executive sessions of its non-management board members. This filing addresses a previous omission from their April 25, 2005, annual proxy statement, as required by the NYSE Listed Company Manual. The report clarifies that the Chairperson of the Executive Committee presides over the general non-management director executive sessions, while the respective committee chair leads sessions following committee meetings. All five standing committees of Amphenol's board are chaired by non-management directors. Additionally, the filing provides a specific mailing address and instructions for interested parties to communicate directly with the non-management directors, outlining which types of communications will be forwarded.

Key Highlights

  • 1Amphenol Corporation is filing a Form 8-K to provide required information about director communications that was inadvertently omitted from its prior proxy statement.
  • 2The filing specifies who presides over executive sessions of non-management board members: the Executive Committee Chair for general sessions and respective committee chairs for committee-specific sessions.
  • 3All five standing committees of Amphenol's board are chaired by non-management directors, ensuring independent oversight.
  • 4A clear process is established for interested parties to communicate directly with non-management directors, either individually or as a group.
  • 5Communications should be sent in writing to the Secretary & General Counsel with a specific notation: 'Non-management Shareholder Communication'.
  • 6Certain communications, such as solicitations, bulk mail, and irrelevant topics, will not be forwarded to the directors.

Frequently Asked Questions

Amphenol is filing this 8-K to comply with NYSE listing requirements by disclosing information about the presiding directors at non-management board executive sessions and the method for shareholder communication with these directors, which was inadvertently omitted from their previous annual proxy statement.

The Chairperson of the Executive Committee presides over the executive sessions following each board meeting. For executive sessions following committee meetings, the respective committee chairperson presides. All committee chairs are non-management directors.

Shareholders can communicate with the non-management directors by sending written correspondence to: c/o Secretary & General Counsel, Amphenol Corporation, 358 Hall Avenue, Wallingford, CT 06492. The envelope must clearly state 'Non-management Shareholder Communication'.

No, the General Counsel will not forward solicitations, bulk mail, communications on improper or irrelevant topics, or requests for general information. All other direct communications will be promptly forwarded for review.