AMPHENOL CORPORATION (NYSE:APH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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AMPHENOL CORPORATION (NYSE:APH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

The information set forth below under Item 5.07 regarding the
ratification and approval of the 2017 Stock Purchase and Option
Plan for Key Employees of Amphenol and Subsidiaries (the Plan),
at the annual meeting of stockholders of Amphenol Corporation
(the Company) is incorporated herein by reference. A summary of
the Plans terms was provided in the Companys definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on April17, 2017 (the Proxy Statement). This summary
is incorporated herein by reference to the Proxy Statement and
qualified in its entirety by reference to the full text of the
Plan, which was attached to the Proxy Statement as Annex A, and
the related form of option agreement, which is filed as exhibit
10.1 hereto and incorporated herein by reference, and to which
options may be granted to eligible participants under the Plan,
subject to the terms and conditions of the Plan and individual
option agreements.

Item 5.07 Submission of Matters to a Vote of Security
Holders

The annual meeting of stockholders of the Company was held on
May18, 2017. As of March20, 2017, the record date for the
meeting, 305,388,648 shares of the Companys ClassA Common Stock
were outstanding. A quorum of 284,800,258 shares were present or
represented at the meeting.

The stockholders (i)elected each of the Companys nominees for
director; (ii)ratified the selection of Deloitte Touche LLP as
independent accountants of the Company; (iii)approved the
advisory vote on compensation of named executive officers;
(iv)selected, in an advisory vote, every year as the recommended
frequency of future advisory votes on compensation of named
executive officers; and (v)ratified and approved the 2017 Stock
Purchase and Option Plan for Key Employees of Amphenol and
Subsidiaries. Voting of shares for each item is as follows:

1. Election of Directors

VotesFor

VotesAgainst

Abstentions

BrokerNon-votes

Ronald P. Badie

272,447,188

5,206,336

115,531

7,031,203

Stanley L. Clark

271,600,359

6,051,967

116,729

7,031,203

David P. Falck

271,084,066

5,563,063

1,121,926

7,031,203

Edward G. Jepsen

271,075,871

6,577,612

115,572

7,031,203

Martin H. Loeffler

270,536,938

6,935,858

296,259

7,031,203

John R. Lord

269,974,096

7,677,532

117,427

7,031,203

R. Adam Norwitt

272,866,907

4,276,116

626,032

7,031,203

Diana G. Reardon

269,220,666

8,450,421

97,968

7,031,203

2. Ratification of Selection of Deloitte Touch LLP as Independent
Accountants of the Company

VotesFor:

281,234,580

Votes Against:

3,492,349

Abstentions:

73,329

Broker Non-Votes:

3. Advisory Vote on Compensation of Named Executive Officers:

Votes For:

264,935,924

Votes Against:

7,680,454

Abstentions:

5,152,274

Broker Non-Votes:

7,031,606

4. Advisory Vote on the Frequency of Future Advisory Votes on
Compensation of Named Executive Officers:

One Year

259,920,520

Two Years

136,696

Three Years

17,585,541

Abstentions

125,895

Broker Non-Votes:

7,031,606

5. Ratification and Approval of the 2017 Stock Purchase and
Option Plan for Key Employees of Amphenol and Subsidiaries

Votes For:

234,680,631

Votes Against:

38,008,974

Abstentions:

5,079,047

Broker Non-Votes:

7,031,606

Based on the result of the vote on Proposal No.4, and
consistent with the recommendation of the Board of Directors
(the Board) of the Company, the Board has determined to hold an
advisory vote on executive compensation every year until the
next required advisory vote on the frequency of future advisory
votes on compensation of named executive officers.

Item 8.01 Other Events.

The following Description of Capital Stock is being filed to
update the description of the Companys ClassA Common Stock,
$.001 par value per share, contained in the Registration
Statement on Form8-A (File No 001-10879) filed with the U.S.
Securities and Exchange Commission (the Commission) on
October1, 1991, as amended and supplemented to date. The
Company intends to incorporate this description by reference
into certain filings with the Commission, including
registration statements on FormS-3 or FormS-8.

The following description summarizes selected information
regarding the Companys ClassA Common Stock, as well as relevant
provisions of (i)the Companys Restated Certificate of
Incorporation, dated August3, 2016, (ii)the Companys Third
Amended and Restated By-Laws, dated March21, 2016 and (iii)the
General Corporation Law of the State of Delaware (the DGCL). To
the extent the following description is inconsistent with prior
filings, it modifies and supersedes those filings. For a
complete description of the terms of the ClassA Common Stock,
please refer to the Companys certificate of incorporation,
by-laws and to the applicable provisions of the DGCL.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 1,000,000,000 shares of
ClassA Common Stock, par value $.001 per share, and no other
shares of common stock or preferred stock.

Dividends

Holders of the ClassA Common Stock are entitled to participate
in dividends as and when declared by the board of directors out
of funds legally available therefor. The Companys unsecured
credit facility contains financial covenants and restrictions,
some of which may limit the Companys ability to pay dividends,
and any future indebtedness that the Company may incur could
limit its ability to pay dividends.

Voting rights

Holders of the ClassA Common Stock are entitled to one vote per
share on all matters submitted to a vote of stockholders.
Approval of matters brought before the stockholders requires
the affirmative vote of the holders of record, present in
person or by proxy, of a majority of the ClassA Common Stock,
except as otherwise required by law.

Liquidation Rights

Subject to the rights of creditors and holders of preferred
stock, if any, any holders of ClassA Common Stock are entitled
to share ratably in a distribution of the Companys assets upon
any liquidation, dissolution or winding-up of the Company.

Preemptive or Similar Rights

The ClassA Common Stock is not entitled to preemptive rights
and is not subject to conversion or redemption.

Certain Anti-Takeover Matters

Advance Notice Requirements

The Companys by-laws establish advance notice procedures with
regard to stockholder proposals relating to the nomination of
candidates for election as directors or new business to be
brought before meetings of stockholders. These procedures
provide that notice of such stockholder proposals must be
timely given in writing to the Secretary of the Company prior
to the meeting at which the action is to be taken. The notice
must contain certain information specified in the Companys
by-laws.

Delaware General Corporation Law Section203

As a corporation organized under the laws of the State of
Delaware, the Company is subject to Section203 of the DGCL
which restricts certain business combinations between the
Company and an interested stockholder or that stockholders
affiliates or associates for a period of three years following
the date on which the stockholder becomes an interested
stockholder. The restrictions do not apply if:

prior to an interested stockholder becoming such, the board of
directors of the Company approves either the business
combination or the transaction in which the stockholder becomes
an interested stockholder;

upon consummation of the transaction in which the stockholder
becomes an interested stockholder, the interested stockholder
owns at least 85% of the outstanding voting stock of the
Company at the time the transaction commenced, subject to
certain exceptions; or

on or after the date an interested stockholder becomes such,
the business combination is both approved by the board of
directors of the Company and authorized at an annual or special
meeting of the Companys stockholders (and not by written
consent) by the affirmative vote of at least 66 2/3% of the
outstanding voting stock not owned by the interested
stockholder.

For purposes of Section203 of the DGCL, a business combination
includes mergers, asset sales or other transactions resulting
in a financial benefit to the stockholder. An interested
stockholder is a person who, together with affiliates and
associates, owns (or within three years did own) 15% or more of
a corporations voting stock. The statute could have the effect
of delaying, deferring or preventing a change in control of the
Companys or reducing the price that some investors might be
willing to pay in the future for the ClassA Common Stock.

Item9.01 Financial Statements and Exhibits

ExhibitNo.

DocumentDescription

10.1

Formof Option Agreement for the 2017 Stock Purchase and
Option Plan for Key Employees of Amphenol and
Subsidiaries


About AMPHENOL CORPORATION (NYSE:APH)

Amphenol Corporation (Amphenol) is a designer, manufacturer and marketer of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products, and coaxial and specialty cable. The Company operates through two segments: Interconnect Products and Assemblies, and Cable Products and Solutions. The Interconnect Product and Assemblies segment primarily is engaged in designing, manufacturing and marketing a range of connector and connector systems, value-add products and other products, including antennas and sensors, used in a range of applications in various end markets. The Cable Products and Solutions segment primarily engages in designing, manufacturing and marketing cables, value-added products and components for use primarily in the broadband communications and information technology markets. It designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa.

AMPHENOL CORPORATION (NYSE:APH) Recent Trading Information

AMPHENOL CORPORATION (NYSE:APH) closed its last trading session up +0.53 at 72.98 with 952,552 shares trading hands.

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