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Amphenol (APH) investors elect full board, ratify Deloitte & approve pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Amphenol Corporation held its annual stockholder meeting on May 21, 2026, with a quorum of 1,121,383,291 shares present out of 1,229,430,709 Class A shares outstanding as of the March 23, 2026 record date. Stockholders elected all eight director nominees with strong majorities; for example, votes for Nancy A. Altobello were 1,060,354,260 for and 12,136,716 against. They also ratified Deloitte & Touche LLP as independent public accountants with 1,048,449,127 votes for, and approved the advisory vote on named executive officer compensation with 984,297,730 votes for.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 1,229,430,709 shares Class A Common Stock outstanding as of March 23, 2026 record date
Shares represented (quorum) 1,121,383,291 shares Shares present or represented at May 21, 2026 annual meeting
Altobello director votes for 1,060,354,260 votes Votes for director nominee Nancy A. Altobello
Altobello director votes against 12,136,716 votes Votes against director nominee Nancy A. Altobello
Auditor ratification votes for 1,048,449,127 votes Votes for ratifying Deloitte & Touche LLP as independent public accountants
Auditor ratification votes against 72,154,410 votes Votes against Deloitte & Touche LLP ratification
Say-on-pay votes for 984,297,730 votes Votes for advisory approval of named executive officer compensation
Say-on-pay votes against 83,096,067 votes Votes against advisory approval of named executive officer compensation
quorum financial
"A quorum of 1,121,383,291 shares were present or represented at the meeting."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
advisory vote financial
"approved the advisory vote to approve compensation of named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent public accountants financial
"ratified the selection of Deloitte & Touche LLP as independent public accountants of the Company"
record date financial
"As of March 23, 2026, the record date for the meeting, 1,229,430,709 shares of Class A Common Stock"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
non-votes financial
"Prahlad Singh | | 1,063,901,047 | | | 8,572,596 | | | 244,071 | | | 48,665,577 |"
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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    

 

 

 

FAQ

What did Amphenol (APH) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, auditor ratification, and executive pay. They elected eight directors, ratified Deloitte & Touche LLP as independent public accountants, and approved an advisory resolution on compensation for named executive officers at the May 21, 2026 annual meeting.

How many Amphenol (APH) shares were eligible and present for the 2026 meeting?

1,229,430,709 shares were outstanding, with 1,121,383,291 shares represented. The outstanding count was set as of the March 23, 2026 record date, and the represented shares at the meeting constituted a quorum for conducting official business.

Were all Amphenol (APH) director nominees elected in 2026?

Yes, all eight Amphenol director nominees were elected. Each nominee, including Nancy A. Altobello, R. Adam Norwitt, and others, received a substantial majority of votes cast in favor, with separate tallies disclosed for for, against, abstain, and non-vote categories.

Did Amphenol (APH) shareholders ratify Deloitte & Touche as auditor in 2026?

Yes, shareholders ratified Deloitte & Touche LLP as Amphenol’s independent public accountants. The auditor ratification proposal received 1,048,449,127 votes for, 72,154,410 votes against, and 779,754 abstentions, with no non-votes recorded on this item.

How did Amphenol (APH) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation. The say-on-pay proposal received 984,297,730 votes for, 83,096,067 votes against, and 5,323,917 abstentions, with 48,665,577 non-votes reported for this item at the meeting.

What is the significance of non-votes in the Amphenol (APH) 2026 meeting results?

Non-votes represent shares present but not voted on a specific proposal. For director elections and the say-on-pay item, Amphenol reported 48,665,577 non-votes, reflecting shares counted for quorum but not cast for or against those proposals.

Filing Exhibits & Attachments

4 documents