Amphenol (APH) expands board to nine members with Sanjiv Lamba appointment

Rhea-AI Filing Summary

Amphenol Corporation reported that its Board of Directors increased the size of the Board from eight to nine members and appointed Sanjiv Lamba, age 61, as a director effective January 8, 2026. He will serve as a non-employee director and receive cash and equity compensation consistent with Amphenol’s existing non-employee director compensation program described in its April 4, 2025 proxy statement.

Mr. Lamba will receive a prorated interim grant of restricted shares under the 2024 Restricted Stock Plan for Directors and will enter into the company’s standard indemnification agreement. The Board determined that he qualifies as an independent director under New York Stock Exchange rules. He has not yet been assigned to any Board committees, and the company states there are no related-party transactions or special arrangements connected to his selection. Amphenol furnished a related press release as an exhibit.

false 0000820313 0000820313 2026-01-08 2026-01-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  January 8, 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

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 January 8, 2026, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from eight to nine.  Also, on January 8, 2026, to fill the resulting vacancy, the Board of Directors of the Company appointed Sanjiv Lamba, 61, as a member of the Company’s Board of Directors effective immediately. 

Mr. Lamba 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 definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 4, 2025. Mr. Lamba will receive an interim grant of restricted shares under the 2024 Restricted Stock Plan for Directors of Amphenol Corporation. This grant will be prorated from the date of his appointment to the Board until the Company’s next annual stockholders meeting. Mr. Lamba will enter into the Company’s standard form of Indemnification Agreement, which was filed as Exhibit 10.27 to Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017.

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

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s related press release, announcing the appointment of Mr. Lamba described above, is attached hereto, with this report, as Exhibit 99.1 and incorporated by reference.

The information set forth in this Item 7.01, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document Description
99.1		Press Release dated January 8, 2026
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: January 8, 2026

FAQ

What board change did Amphenol Corporation (APH) disclose?

Amphenol disclosed that its Board of Directors voted to increase the number of directors from eight to nine and filled the new seat with Sanjiv Lamba.

Who is the new director appointed to Amphenol’s board?

The Board appointed Sanjiv Lamba, 61, as a member of Amphenol’s Board of Directors, effective immediately on January 8, 2026.

How will Sanjiv Lamba be compensated as a director at Amphenol (APH)?

Sanjiv Lamba will receive cash and equity compensation as a non-employee director in line with Amphenol’s existing non-employee director compensation practices described in its April 4, 2025 proxy statement.

What equity award will the new Amphenol director receive?

He will receive a prorated interim grant of restricted shares under the 2024 Restricted Stock Plan for Directors of Amphenol Corporation, from his appointment date until the next annual stockholders meeting.

Is Amphenol’s new director considered independent?

Yes. The Board of Directors determined that Sanjiv Lamba is an independent director under New York Stock Exchange listing standards.

Does Sanjiv Lamba have any related-party transactions with Amphenol (APH)?

Amphenol states there are no transactions between Sanjiv Lamba and the company that would be reportable under Item 404(a) of Regulation S-K and no arrangement with any other person pursuant to which he was selected.

What additional documents did Amphenol provide related to the board appointment?

Amphenol furnished a press release dated January 8, 2026 as Exhibit 99.1 announcing the appointment, and referenced its standard Indemnification Agreement and prior proxy statement for further details.