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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