Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2021


(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

358 Hall Avenue, Wallingford, Connecticut


(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


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 27, 2021, the Board of Directors of Amphenol Corporation (the “Company”) voted to increase the number of Directors from nine to ten.  Also, on July 27, 2021, to fill the resulting vacancy, the Board of Directors of the Company appointed Nancy Altobello, 63, as a member of the Company’s Board of Directors effective immediately. 

Ms. Altobello 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 2021 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 12, 2021.  Ms. Altobello 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. Altobello is an independent director under the New York Stock Exchange listing standards. Ms. Altobello has not yet been appointed to serve on any committees of the Board of Directors.  There are no transactions between Ms. Altobello and the Company that would be reportable under Item 404(a) of Regulation S-K.  There is no arrangement or understanding between Ms. Altobello 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. Altobello 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


Press Release dated July 27, 2021


Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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.



/s/ Lance E. D’Amico

Lance E. D’Amico

Senior Vice President, Secretary and General Counsel

Date: July 29, 2021

Exhibit 99.1


News Release

World Headquarters

358 Hall Avenue

Wallingford, CT 06492

Telephone (203) 265-8900




Wallingford, Connecticut. July 27, 2021. Amphenol Corporation (NYSE: APH) today announced that Nancy Altobello has been appointed to Amphenol’s board of directors. With her appointment, the size of the company’s board has increased to 10 members.

Ms. Altobello brings more than three decades of global audit and talent management experience to the Amphenol board. Most recently, she was Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to this role, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent; Managing Partner, Northeast Region Audit and Advisory Practices; and Managing Partner, North American Audit Practice. During her time at EY, she also served as the audit partner for a number of leading global, publicly-traded corporations. Ms. Altobello is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Ms. Altobello currently serves as a board member of MarketAxess (NASDAQ: MKTS), an international financial technology company; Cornerstone On Demand (NASDAQ: CSOD), a global leader in people development solutions; and Wex (NYSE: WEX), a leading financial technology service provider. She previously served on the boards of CA Technologies before it was acquired by Broadcom in 2018 and MTS Systems before it was acquired by Amphenol in April 2021.

“Nancy 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. “We believe her broad international audit experience, together with her deep expertise in managing talent, diversity and corporate culture will be extremely valuable as Amphenol continues to expand around the world.”

“We first met Nancy in connection with our acquisition of MTS Systems, and we are delighted that such an outstanding individual has agreed to join our board,” said Martin Loeffler, Amphenol’s Chairman. “Nancy is a proven leader with extensive experience serving on the boards of other high-performing public 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 dynamic leadership team and unique entrepreneurial culture, which I had a chance to witness first-hand during the Company’s execution of the MTS acquisition,” said Ms. Altobello. “I have tremendous respect for Martin, Adam and the other board members, and I am honored to be joining the Amphenol board. I look forward to working with all of the members of the board.”

About Amphenol

Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and 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, 2020, 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.


Sherri Scribner

Vice President, Strategy and Investor Relations