Summary
Amphenol Corporation (APH) filed an 8-K on January 27, 2016, to address a change in its corporate governance structure prompted by a Delaware Chancery Court ruling. The court case, *In re VAALCO Energy, Inc. Stockholder Litigation*, invalidated provisions that allowed director removal only "for cause" under specific circumstances. Amphenol's own certificate of incorporation contained a similar provision, which the company has now stated it will not enforce. In response, Amphenol's Board of Directors has proposed an amendment to its certificate of incorporation. This amendment, to be considered by stockholders at the 2016 annual meeting, will allow for the removal of directors at any time, with or without cause, by a majority vote of the shares entitled to vote. This change aligns Amphenol's governance with Delaware corporate law and standard corporate practices, enhancing flexibility and potentially improving director accountability.
Key Highlights
- 1Amphenol Corporation is voluntarily aligning its director removal provisions with Delaware law following a court decision impacting VAALCO Energy.
- 2The company will no longer enforce its "only for-cause" director removal provision in its certificate of incorporation.
- 3The Board of Directors has proposed an amendment to the certificate of incorporation to allow director removal with or without cause.
- 4This change requires a majority vote of the shares entitled to vote at an election of directors.
- 5The Proposed Amendment will be presented to stockholders for approval at the 2016 annual meeting.
- 6This proactive measure aims to ensure compliance with Delaware General Corporation Law (DGCL) Section 141(k).