Form 8-K - Current report

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): May 20, 2024

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 8.01

Other Events.

On May 20, 2024, Amphenol Corporation (the “Company”) announced the approval of a two-for-one stock split of the Company’s Class A Common Stock in the form of a stock dividend to be distributed on June 11, 2024, to holders of record of the Company’s Class A Common stock at the close of business on May 31, 2024.

A copy of the press release announcing the approval of the stock dividend is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document Description
99.1		Press Release dated May 20, 2024
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 20, 2024

Exhibit 99.1

Amphenol

News Release

World Headquarters

358 Hall Avenue

Wallingford, CT 06492

Telephone (203) 265-8900

AMPHENOL CORPORATION

ANNOUNCES TWO-FOR-ONE STOCK SPLIT

Wallingford, Connecticut, May 20, 2024. Amphenol Corporation (NYSE: APH) today announced that its Board of Directors approved a two-for-one stock split to be paid in the form of a stock dividend. Each Amphenol shareholder of record at the close of business on May 31, 2024 will receive one additional share for every share held on the record date. Amphenol expects the additional shares will be distributed on June 11, 2024.

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 approximately 40 countries around the world 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, Defense, Industrial, Information Technology and Data Communications, Mobile Devices and Mobile Networks. For more information, visit www.amphenol.com.

Forward-Looking Statements

This press release includes certain statements about the stock dividend, including the timing thereof, that may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to risks and uncertainties. Although the Company believes the expectations reflected in all forward-looking statements are based upon reasonable assumptions, the expected results may not be attained or may be materially different from those expressed in any forward-looking statements.

Contact:

Sherri Scribner

Vice President, Strategy and Investor Relations

203-265-8820

IR@amphenol.com

Cover	May 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	1-10879
Entity Registrant Name	AMPHENOL CORPORATION
Entity Central Index Key	0000820313
Entity Tax Identification Number	22-2785165
Entity Incorporation, State or Country Code	DE
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