0000820313false00008203132020-07-292020-07-29

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): July 29, 2020

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

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, 00008203132020-07-292020-07-29

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): July 29, 2020

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

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.

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 July 29, 2020, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from eight to nine.  Also, on July 29, 2020, to fill the resulting vacancy, the Board of Directors of the Company appointed Rita Lane, 57, as a member of the Company’s Board of Directors effective immediately. 

 

Ms. Lane 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 2020 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 13, 2020.  Ms. Lane will receive an interim grant of restricted shares under the 2012 Restricted Stock Plan for Directors of Amphenol Corporation.  This grant will be prorated from the date of her appointment to the Board of Directors until the Company’s next annual stockholders meeting.

 

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

 

A copy of the Company’s related press release, announcing the appointment of Ms. Lane described above, is attached hereto, with this report, as Exhibit 99.1 and incorporated by reference in this Item 5.02.

The information set forth in this Item 5.02, 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 July 29, 2020

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/ Craig A. Lampo

Craig A. Lampo

Senior Vice President and Chief Financial Officer

Date: July 29, 2020

Exhibit 99.1

Amphenol

News Release

World Headquarters

358 Hall Avenue

Wallingford, CT 06492

Telephone (203) 265-8900

FOR IMMEDIATE RELEASE

For Further Information:

Craig A. Lampo

Senior Vice President and

  Chief Financial Officer

203-265-8625

www.amphenol.com

RITA LANE APPOINTED TO

BOARD OF DIRECTORS

OF AMPHENOL CORPORATION

Wallingford, Connecticut. July 29, 2020. Amphenol Corporation (NYSE: APH) today announced that Rita Lane has been appointed to Amphenol’s board of directors. With her appointment, the size of the company’s board has increased to 9 members.

Ms. Lane has more than 30 years of experience building and leading global hardware operations and supply chain teams for Fortune 100 companies. She retired from Apple Inc. in 2014. From 2008 until 2014, she served as Vice President of Operations at Apple, where she oversaw the launch of the iPad® and manufacturing of the Mac® Desktop & Accessories product lines. From 2006 until 2008, Ms. Lane was Senior Vice President Integrated Supply Chain / Chief Procurement Officer at Motorola, Inc. Prior to working at Motorola, Ms. Lane held various senior level operations roles at IBM for more than 10 years. Ms. Lane has a Bachelor of Science in Electrical Engineering from the United States Air Force Academy, a Master of Science in Electrical Engineering from Purdue University, and a Master of Business Administration from the University of California, Berkeley. After graduating from the United States Air Force Academy, Ms. Lane served for five years as a Captain in the United States Air Force.

Ms. Lane also serves on the boards of L3Harris Technologies (NYSE: LHX), a provider of aerospace and defense technology-based solutions; Sanmina (NASDAQ: SANM), a provider of integrated manufacturing solutions; and Signify (Euronext: LIGHT), a world leader in lighting products.

“Rita brings a wealth of experience to Amphenol and we are excited to welcome her to Amphenol’s board of directors,” said R. Adam Norwitt, Amphenol’s CEO. “Her broad technology experience, together with deep expertise in the global technology supply chain, operations and manufacturing will be extremely valuable as Amphenol continues to grow around the world.”

“We conducted an exhaustive search for a director who would further strengthen our board’s breadth of talent and background, and we are delighted to have identified such an outstanding individual,” said Martin Loeffler, Amphenol’s Chairman. “Rita is a proven leader with extensive experience serving on the


boards of other high-performing companies, and I am confident that she will make a significant contribution to our board and the Company.”

“I have been extremely impressed by Amphenol’s innovative products, dynamic leadership team and unique entrepreneurial culture, as well as its overall resilience during the COVID-19 pandemic, and am honored to be joining their board,” said Ms. Lane. “I have tremendous respect for Martin, Adam and the other board members, and I look forward to working with them on the board.”

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.

Forward-Looking Statements

Statements in this press release which are other than historical facts are intended to be “forward looking statements” within the meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2019, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.


v3.20.2
Document and Entity Information
Jul. 29, 2020
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jul. 29, 2020
Entity File Number 1-10879
Entity Registrant Name AMPHENOL CORPORATION
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 22-2785165
Entity Address, Address Line One 358 Hall Avenue
Entity Address, City or Town Wallingford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06492
City Area Code 203
Local Phone Number 265-8900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.001 par value
Trading Symbol APH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000820313
Amendment Flag false