8-KLeadership ChangesShareholder MattersOther Events+1

AMPHENOL CORP /DE/ 8-K Report, Executive Changes (May 19, 2017)

Filed May 19, 2017For Securities:APH

Summary

This 8-K filing from Amphenol Corp. on May 19, 2017, details the outcomes of its annual stockholder meeting held on May 18, 2017. Key events included the election of all director nominees, ratification of Deloitte & Touche LLP as the independent auditor, and approval of the advisory vote on executive compensation. Notably, stockholders approved the 2017 Stock Purchase and Option Plan for Key Employees. Additionally, the filing provides an updated "Description of Capital Stock" for its Class A Common Stock. This section clarifies provisions related to dividends, voting rights, liquidation rights, and certain anti-takeover measures under Delaware law, including advance notice requirements for stockholder proposals and restrictions under Section 203 of the DGCL. This updated description supersedes prior filings and is intended for incorporation into future registration statements.

Key Highlights

  • 1All director nominees were successfully elected by stockholders.
  • 2Deloitte & Touche LLP was ratified as the company's independent auditor.
  • 3Stockholders approved the 2017 Stock Purchase and Option Plan for Key Employees.
  • 4An advisory vote on executive compensation was approved, with stockholders opting for an annual frequency.
  • 5The filing includes an updated description of Amphenol's Class A Common Stock, superseding previous disclosures.
  • 6Details on dividend rights, voting power, liquidation preferences, and anti-takeover provisions (Advance Notice, DGCL Section 203) are clarified for Class A Common Stock.
  • 7The company is authorized to issue 1,000,000,000 shares of Class A Common Stock.

Frequently Asked Questions

The main outcomes included the election of all director nominees, ratification of Deloitte & Touche LLP as the independent auditor, approval of the advisory vote on executive compensation (to be held annually), and ratification of the 2017 Stock Purchase and Option Plan for Key Employees.

The updated description clarifies the rights and provisions associated with Amphenol's Class A Common Stock, including details on dividends, voting, liquidation, preemptive rights, and anti-takeover measures. It aims to supersede and update previous filings and will be incorporated into future registration statements.

Yes, while holders are entitled to dividends declared by the board, Amphenol's unsecured credit facility contains covenants and restrictions that may limit dividend payments. Future indebtedness could also impose such limitations.

The company has implemented advance notice procedures for stockholder proposals regarding director nominations or new business, as outlined in its by-laws. Additionally, as a Delaware corporation, Amphenol is subject to Section 203 of the DGCL, which restricts certain business combinations with 'interested stockholders' for three years unless specific conditions are met.