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): January 12, 2023
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2023, the Board of Directors (the “Board”) of Amphenol Corporation (the “Company”) increased the size of the Board from nine to ten. Also, on January 12, 2023, to fill the resulting vacancy, the Board appointed Prahlad Singh as a member of the Board effective immediately.
Dr. Singh 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 definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 11, 2022. Dr. Singh 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 his appointment to the Board until the Company’s next annual stockholders meeting. Dr. Singh will enter into the Company’s standard form of Indemnification Agreement, which was filed as Exhibit 10.27 to Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017.
The Board has determined that Dr. Singh is an independent director under the New York Stock Exchange listing standards. Dr. Singh has not yet been appointed to serve on any committees of the Board. There are no transactions between Dr. Singh and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Dr. Singh and any other person pursuant to which he was selected as a director.
Item 7.01. | Regulation FD Disclosure. |
A copy of the Company’s related press release, announcing the appointment of Dr. Singh described above, is attached hereto, with this report, as Exhibit 99.1 and incorporated herein by reference.
The information set forth in this Item 7.01, 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 | ||
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 | ||
Senior Vice President, Secretary and General Counsel | ||
Date: January 12, 2023 |
Exhibit 99.1
Amphenol | News Release |
World Headquarters
358 Hall Avenue
Wallingford, CT 06492
Telephone (203) 265-8900
PRAHLAD SINGH APPOINTED TO
BOARD OF DIRECTORS
OF AMPHENOL CORPORATION
Wallingford, Connecticut. January 12, 2023. Amphenol Corporation (NYSE: APH) today announced that Prahlad Singh, PhD has been appointed to Amphenol’s board of directors. With his appointment, the size of the company’s board has increased to 10 members.
Dr. Singh is currently the President and Chief Executive Officer of PerkinElmer (NYSE: PKI) and brings more than twenty-five years of global leadership experience to Amphenol’s board. He was promoted to President and Chief Executive Officer of PerkinElmer effective December 30, 2019, and was appointed to its board of directors in 2019. Prior to his current role, he held various senior executive operating positions within PerkinElmer. Prior to joining PerkinElmer in 2014, Dr. Singh was a General Manager at GE Healthcare, and before that, Dr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East regions. Dr. Singh holds a doctoral degree in chemistry from the University of Missouri-Columbia and a Master of Business Administration degree from Northeastern University. His research work has resulted in several issued patents and publications in peer reviewed journals.
“Prahlad brings a wealth of experience to Amphenol, and we are excited to welcome him to Amphenol’s board of directors,” said R. Adam Norwitt, Amphenol’s President and CEO. “We believe his successful track record leading a large, publicly-traded U.S. multinational company, together with his extensive experience with technology and mergers and acquisitions 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. “I am confident that Prahlad 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, and am honored to be joining the board,” said Dr. Singh. “I have tremendous respect for Martin, Adam and the other board members, and I look forward to working with them.”
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. For more information, visit www.amphenol.com.
Forward-Looking Statements
Statements in this press release, 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 Annual Report on Form 10-K for the year ended December 31, 2021, for factors that could cause 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.
Contact:
Sherri Scribner
Vice President, Strategy and Investor Relations
203-265-8820
IR@amphenol.com