Amphenol (APH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, an amendment to increase authorized shares, and a shareholder proposal on special meeting rights.

• 2024 performance highlights include net sales of $15.2 billion (up 21%), GAAP diluted EPS of $1.92 (up 24%), and adjusted diluted EPS of $1.89 (up 25%).

• The company completed two acquisitions and signed an agreement for a third, returned $1.3 billion to shareholders, and achieved a 19% compound annual return over ten years.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Deloitte & Touche LLP as auditor, advisory approval of executive compensation, amending the certificate to increase authorized shares, and a shareholder proposal to ease special meeting requirements.

• The board recommends voting for all management proposals and against the shareholder proposal on special meeting improvement.

Board of directors and corporate governance

• The board consists of eight nominees with diverse backgrounds and skills; five standing committees oversee audit, compensation, executive, finance, and governance.

• All directors except the CEO are independent; the board is committed to regular refreshment and diversity in skills, experience, and background.

• Governance documents, including a clawback policy and stock ownership guidelines, are publicly available.