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

AMETEK, Inc.
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(Exact name of registrant as specified in its charter)

Not Applicable
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Former name or former address, if changed since last report

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 6, 2015, the Stockholders of AMETEK, Inc. (the “Company”) approved amendments to the Company’s Amended and Restated Certificate of Incorporation, dated May 8, 2013, and By-Laws as amended to and including May 8, 2014, both effective on May 6, 2015, to provide stockholders certain rights to call a special meeting.

The amendments to the Company’s Certificate of Incorporation and By-Laws permit the holders of at least 50% of the Company’s outstanding voting stock (excluding derivatives) to call a special meeting of stockholders, subject to certain procedural requirements with which stockholders would be required to comply in order to call a special meeting. For example, the Board of Directors is not required to call a special meeting in the event of a request if: (i) the request is received during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders and ending on the date of the next annual meeting; (ii) a similar item (as determined in good faith by the Board of Directors) was presented at a meeting of stockholders held not more than 120 days before the request is received; (iii) the Chairman of the Board or the Corporate Secretary has called or calls for an annual or special meeting of stockholders to be held within 90 days after the request is received and the business to be conducted at such meeting is a similar item; or (iv) the requesting stockholders do not comply with requirements of the Certificate of Incorporation or By-Laws.

The general description above is qualified in its entirety by reference to the text of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AMETEK, Inc., dated May 6, 2015, which is attached hereto and incorporated by reference herein as Exhibit 3.1 to this report, and the By-Laws of AMETEK, Inc. as amended to and including May 6, 2015, which is attached hereto and incorporated by reference herein as Exhibit 3.2 to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of AMETEK, Inc. (the “Company”) was held on May 6, 2015. The following matters were voted on at the Annual Meeting and received the number of votes indicated:

Of the remaining six Board members, Ruby R. Chandy, Charles D. Klein and Steven W. Kohlhagen terms expire in 2016 and Anthony J. Conti, Gretchen W. McClain and Frank S. Hermance terms expire in 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

Exhibit Index