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 Press Release dated January 12, 2023
Cover Page Interactive Data File (formatted as inline XBRL and
104 contained in Exhibit 101)
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