aph_Current folio_8K

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):  March 30, 2018

 

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

 

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))

 

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

 

On March 30, 2018, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from nine to ten.  Also, on March 30, 2018, to fill the resulting vacancy, the Board of Directors of the Company appointed Anne Clarke Wolff, 52, as a member of the Company’s Board of Directors effective immediately.  Ms. Wolff is Managing Director and Head of Global Corporate Banking and Global Leasing at Bank of America Merrill Lynch.

 

Ms. Wolff will receive cash and equity compensation as a non-employee director of the Company in accordance with the Company’s non-employee director compensation practices and plans described in the Company’s 2017 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 17, 2017.  Ms. Wolff will receive an interim grant of restricted shares under the 2012 Restricted Stock Plan for Directors of Amphenol Corporation.  This grant will be prorated from the date of her appointment to the Board of Directors until the Company’s next annual stockholders meeting.

 

The Board has determined that Ms. Wolff is an independent director under the New York Stock Exchange listing standards. Ms. Wolff has not yet been appointed to serve on any committees of the Board.  There are no transactions between Ms. Wolff and the Company that would be reportable under Item 404(a) of Regulation S-K.  There is no arrangement or understanding between Ms. Wolff and any other person pursuant to which she was selected as a director.

 

A copy of the Company’s related press release announcing the appointment of Ms. Wolff is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1     Press Release dated April 2, 2018

 

 

 

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Exhibit Index

 

 

Exhibit No.

    

Document Description

 

 

 

99.1

 

Press Release dated April 2, 2018

 

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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

 

 

Vice President, Secretary and General Counsel

 

 

 

 

 

 

 

 

 

Date: April 2, 2018

 

 

 

 

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