Amphenol shareholders back all 2026 meeting proposals

Q: 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.

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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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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.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Shares outstanding: 1,229,430,709 shares Shares represented (quorum): 1,121,383,291 shares Altobello director votes for: 1,060,354,260 votes +5 more

8 metrics

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

Key Terms

quorum, advisory vote, independent public accountants, record date, +1 more

5 terms

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 |"

Non-votes are shares present at a shareholder meeting for which no affirmative or negative choice is recorded, either because the owner abstains or an intermediary lacks authority to cast a ballot. Think of it as people in a room who listen but don’t raise a hand; they reduce the number of active votes and can change whether a proposal meets the required approval threshold. Investors watch non-votes because they affect outcomes and signal shareholder disengagement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/22/2026 - 04:01 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents