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APH > SEC Filings for APH > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for AMPHENOL CORP /DE/

Form 8-K for AMPHENOL CORP /DE/


23-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2014, Amphenol Corporation (the "Company") held its 2014 Annual Meeting of Stockholders. Stockholders submitting votes for the meeting approved: (i) the 2014 Amphenol Executive Incentive Plan (the "2014 EIP") and
(ii) The First Amended 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the "Amended 2009 Option Plan").

A description of each of the 2014 EIP and the Amended 2009 Option Plan is set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2014, such descriptions being qualified in their entirety by reference to the complete terms and conditions of the 2014 EIP and the Amended 2009 Option Plan, respectively. A copy of the 2014 EIP is included herewith as Exhibit 10.1 to this Report and incorporated herein by reference. A copy of the Amended 2009 Option Plan is included herewith as Exhibit 10.2 to this Report and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of the stockholders of the Company was held on May 21, 2014. As of March 24, 2014, the record date for the meeting, 157,103,855 shares of the Company's common stock were outstanding. A quorum of 144,404,986 were present or represented at the meeting.

(b) The stockholders (i) elected each of the Company's nominees for director; (ii) ratified the selection of Deloitte & Touche LLP as independent accountants of the Company; (iii) ratified and approved the 2014 Amphenol Executive Incentive Plan; (iv) ratified and approved The First Amended 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries; and (v) approved the advisory vote on compensation of named executive officers. Voting of shares for each item is as follows:

1. Election of Directors:

                                                                  Broker
                      Votes For    Votes Against   Abstentions   Non-Votes
Ronald P. Badie      139,837,956      923,582        247,906     3,395,542
Stanley L. Clark     139,559,355     1,202,384       247,705     3,395,542
David P. Falck       139,627,792     1,133,947       247,705     3,395,542
Edward G. Jepsen     139,336,440     1,425,799       247,205     3,395,542
Andrew E. Lietz      138,866,180     1,962,806       180,458     3,395,542
Martin H. Loeffler   139,491,152     1,336,929       181,363     3,395,542
John R. Lord         139,333,190     1,428,549       247,705     3,395,542
R. Adam Norwitt      139,893,902      934,907        180,635     3,395,542

2. Selection of Deloitte & Touche LLP as independent accountants of the Company:

Votes For          143,203,225
Votes Against        1,027,779
Abstentions            173,982
Broker Non-Votes             0

3. The 2014 Amphenol Executive Incentive Plan:

Votes For          139,065,595
Votes Against        1,678,777
Abstentions            265,072
Broker Non-Votes     3,395,542


4. The First Amended 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries:

Votes For          114,725,869
Votes Against       26,022,221
Abstentions            261,354
Broker Non-Votes     3,395,542

5. Advisory Vote on Compensation of Named Executive Officers:

Votes For          138,119,373
Votes Against        2,600,454
Abstentions            289,617
Broker Non-Votes     3,395,542



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are included herewith:

Exhibit
Number                                Exhibit Description

10.1           The 2014 Amphenol Executive Incentive Plan
10.2           The First Amended 2009 Stock Purchase and Option Plan for Key
               Employees of Amphenol and Subsidiaries


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