UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2026

 

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		1-10879		22-2785165
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

358 Hall Avenue, Wallingford, Connecticut		06492
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (203) 265-8900

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	APH	New York Stock Exchange
3.125% Senior Notes due 2032	APH32	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

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

 

The annual meeting of stockholders of Amphenol Corporation (the “Company”) was held on May 21, 2026.  As of March 23, 2026, the record date for the meeting, 1,229,430,709 shares of Class A Common Stock, par value $.001 per share (“Common Stock”) were outstanding.  A quorum of 1,121,383,291 shares were present or represented at the meeting.

 

The stockholders (i) elected each of the Company’s nominees for director, (ii) ratified the selection of Deloitte & Touche LLP as independent public accountants of the Company, and (iii) approved the advisory vote to approve compensation of named executive officers.  The voting results for each item, all of which are described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 8, 2026, are as follows:

 

1.	ELECTION OF EIGHT DIRECTORS

 

FOR the nominees:

 

NOMINEE		FOR			AGAINST			ABSTAIN			NON-VOTES
Nancy A. Altobello		1,060,354,260			12,136,716			226,738			48,665,577
David P. Falck		1,019,588,710			51,238,137			1,890,867			48,665,577
Sanjiv Lamba		1,061,622,681			10,849,424			245,609			48,665,577
Rita S. Lane		1,066,823,967			5,662,734			231,013			48,665,577
Robert A. Livingston		1,043,851,235			28,626,974			239,505			48,665,577
R. Adam Norwitt		1,014,364,065			58,062,011			291,638			48,665,577
Prahlad Singh		1,063,901,047			8,572,596			244,071			48,665,577
Anne Clarke Wolff		1,064,478,936			8,011,199			227,579			48,665,577

 

2.	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS

  

FOR		1,048,449,127		AGAINST		72,154,410
ABSTAIN		779,754		NON-VOTES		0

 

3.	ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

 

FOR		984,297,730		AGAINST		83,096,067
ABSTAIN		5,323,917		NON-VOTES		48,665,577

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Document Description
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		AMPHENOL CORPORATION
	By:	/s/ Lance E. D’Amico
		Lance E. D’Amico
		Executive Vice President, Secretary and General Counsel
Date: May 22, 2026