Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 19, 2021. As
of March 22, 2021, the record date for the meeting, 599,356,937 shares of the
Company's Class A Common Stock were outstanding. A quorum of 540,334,124 shares
were present or represented at the meeting. As previously disclosed, on
January 27, 2021 the Board of Directors approved a two-for-one split of the
Common Stock, which was issued on March 4, 2021 to stockholders of record as of
February 16, 2021. All votes reflect said two-for-one split.
The stockholders (i) elected each of the Company's 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) approved the Amended and Restated 2017 Stock Purchase
and Option Plan for Key Employees of Amphenol and Subsidiaries, (v) approved an
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of Common Stock and (vi) voted against a stockholder
proposal regarding proxy access. Voting of shares for each item, all of which
are described in the Company's Proxy Statement filed with the Securities and
Exchange Commission on April 12, 2021, is as follows:
1. ELECTION OF DIRECTORS
FOR the nominees:
NOMINEE FOR AGAINST ABSTAIN NON-VOTES
Stanley L. Clark 491,038,592 34,211,159 189,354 14,895,019
John D. Craig 517,845,735 7,405,545 187,825 14,895,019
David P. Falck 484,886,632 40,364,751 187,722 14,895,019
Edward G. Jepsen 501,151,416 24,101,727 185,962 14,895,019
Rita S. Lane 520,673,982 4,594,243 170,880 14,895,019
Robert A. Livingston 517,660,943 7,587,806 190,356 14,895,019
Martin H. Loeffler 506,785,007 18,447,030 207,068 14,895,019
R. Adam Norwitt 520,909,817 4,319,355 209,933 14,895,019
Anne Clarke Wolfe 515,940,408 9,327,261 171,436 14,895,019
2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY
FOR 519,356,818 AGAINST 18,743,886
ABSTAIN 2,233,420 NON-VOTES 0
3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
FOR 468,929,307 AGAINST 56,293,034
ABSTAIN 216,764 NON-VOTES 14,895,019
4. APPROVAL OF THE AMENDED AND RESTATED 2017 STOCK PURCHASE AND OPTION PLAN FOR
KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES
FOR 438,865,935 AGAINST 86,051,323
ABSTAIN 521,847 NON-VOTES 14,895,019
5. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FOR 484,762,337 AGAINST 55,363,746
ABSTAIN 208,041 NON-VOTES 0
6. ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS
FOR 171,664,317 AGAINST 352,546,288
ABSTAIN 1,228,500 NON-VOTES 14,895,019
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)
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