Amphenol (APH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, at the company’s headquarters in Wallingford, CT, with a record date of March 17, 2025.

• Key agenda items include electing eight directors, ratifying the auditor, an advisory vote on executive compensation, amending the certificate of incorporation to increase authorized shares, and a shareholder proposal on special meeting rights.

• The company achieved net sales of $15.2 billion in 2024, a 21% increase, with GAAP diluted EPS up 24% and adjusted diluted EPS up 25% year-over-year.

• Over the past decade, net sales grew 185%, adjusted diluted EPS by 238%, and operating cash flow by 220%.

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

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for a one-year term.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent public accountants.

• Proposal 3: Advisory vote to approve compensation of named executive officers (say-on-pay).

• Proposal 4: Amendment to increase authorized common stock from 2 billion to 5 billion shares.

• Proposal 5: Shareholder proposal to remove the one-year holding requirement for calling special meetings; board recommends voting against.

Board of directors and corporate governance

• The board consists of eight nominees, with a mix of long-tenured and recently added independent directors.

• All directors except the CEO are independent; the board is diverse in gender, ethnicity, and international experience.

• Five standing committees: Audit, Compensation, Executive, Finance, and Nominating/Corporate Governance, all with independent members.

• Governance documents, including clawback and insider trading policies, are publicly available.

• The board conducts annual self-evaluations and regular refreshment, adding five new independent directors since 2018.