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) February 5, 2015

 

AMPHENOL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 30, 2015, the Board of Directors of the Company elected Randall D. Ledford, 65, as a member of the Company’s Board of Directors.  Mr. Ledford most recently served as Senior Vice President and Chief Technology Officer of Emerson Electric Company, and also as President of Emerson Venture Capital.  He was employed by Emerson from 1997 until his retirement in September 2014.  From 1980 to 1997, Mr. Ledford was employed in many roles at Texas Instruments, including as president and general manager of several different divisions.  Mr. Ledford will receive cash and equity compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices and plans described in the Company’s 2014 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 28, 2014.  Under the 2012 Restricted Stock Plan for Directors of Amphenol Corporation, Mr. Ledford will receive an interim grant of restricted shares. This grant will be prorated from the date of his appointment to the Board of Directors until the Company’s next annual stockholders meeting.  Mr. Ledford has not yet been appointed to serve on any committees of the Board.  There are no transactions between Mr. Ledford and the Company that would be reportable under Item 404(a) of Regulation S-K.  A copy of Amphenol Corporation’s related press release is attached hereto as Exhibit 99.1.

 

Statements in this Form 8-K, 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, 2013, 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.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1       Press Release dated February 4, 2015

 

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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/ Diana G. Reardon
		Diana G. Reardon
		Executive Vice President
		and Chief Financial Officer
Date: February 5, 2015

 

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