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.