8-KLeadership ChangesCorporate ChangesExhibits & Filings

AMPHENOL CORP /DE/ 8-K Report, Executive Changes (Apr 28, 2014)

Filed April 28, 2014For Securities:APH

Summary

This 8-K filing from Amphenol Corporation, filed on April 28, 2014, primarily details two key events: the upcoming departure of a director and significant amendments to the company's bylaws. Mr. Dean Secord will not seek re-election to the Board of Directors at the upcoming Annual Meeting of Stockholders on May 21, 2014. This change in board composition is a notable event for shareholders to consider regarding corporate governance and director continuity.

Key Highlights

  • 1Director Dean Secord will not stand for re-election at the May 21, 2014 Annual Meeting of Stockholders.
  • 2The company's Bylaws were amended and restated effective April 25, 2014.
  • 3The threshold for stockholders to call special meetings has been lowered from 50% to 25% of voting power.
  • 4New procedural and informational requirements for stockholders calling special meetings have been introduced.
  • 5The bylaws now allow for board actions to be taken without a meeting if all members consent in writing or electronically.
  • 6Notices to directors and stockholders, and waivers of notice, can now be provided via electronic transmission.
  • 7Several clarifying, updating, and conforming non-substantive changes were made to various articles of the Bylaws.

Frequently Asked Questions

Mr. Dean Secord has informed Amphenol Corporation that he will not stand for re-election as a member of the company's Board of Directors when his term expires at the next Annual Meeting of stockholders on May 21, 2014.

The key changes include lowering the voting power threshold for stockholders to call special meetings from 50% to 25%, introducing new procedural requirements for such meetings, allowing for board actions by written consent (electronic or otherwise), and permitting notices and waivers of notice to be sent electronically.

The company plans to hold its next Annual Meeting of stockholders on May 21, 2014.

No, this particular 8-K filing does not contain any financial statements or updates. It focuses on changes in board composition and amendments to the company's bylaws.