Amphenol Adopts Proxy Access, Fends Off Investor Resolution

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By Che Odom

April 1 — Amphenol Corp. successfully fended off a shareholder resolution on proxy access after it adopted the director-nomination mechanism in response to the SEC staff's initial rebuff of its “no-action” request.

The board of the Connecticut-based fiber-optics technology maker voted March 21 to adopt a bylaw provision that allows shareholders who own 3 percent of company stock for three years to nominate director candidates constituting up to 20 percent of the board.

The vote came nearly two weeks after the Securities and Exchange Commission's Division of Corporation Finance said in a March 8 letter that it did not agree that a proxy access proposal by shareholder John Chevedden was “impermissibly vague and indefinite” and, therefore, could be excluded from the company's proxy materials.

After its board approved the bylaw change, Amphenol asked the division to reconsider its request on Chevedden's resolution, this time on the grounds that it had been “substantially implemented.”

The division agreed March 29 that the resolution could be omitted on that basis.

Proxy Access Terms

Corporate boards are adopting proxy access to put into place more favorable terms than may result from shareholder proposals on the issue .

Amphenol's bylaw restricts the number of shareholders who may be aggregated to meet the 3 percent ownership eligibility threshold to 20, while Chevedden's resolution didn't recommend a limit.

To contact the reporter on this story: Che Odom in Washington at

To contact the editor responsible for this story: Yin Wilczek at

For More Information

The company's correspondence with the SEC is available at and

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