Keysight Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$KEYS
Industrial Machinery/Components
Industrials
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): March 20, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 20, 2025, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of January 22, 2025, the Company’s record date for the Annual Meeting, there were a total of 172,907,141 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 155,299,978 shares of Common Stock or 89% were represented in person or by proxy and, therefore, a quorum was present.
The stockholders of the Company voted on the following items at the Annual Meeting:
1.Election of the Directors nominated by the Board of Directors.
2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
3.Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2024.
4.Consider, on a non-binding advisory basis, a stockholder proposal to adopt an annual election standard under Keysight’s Amended and Restated Certificate of Incorporation and Bylaws.
Votes regarding the election of the director nominees were as follows:
| Broker | |||||||||||||||||
| Nominee | For | Against | Abstain | Non-Votes | Uncast | ||||||||||||
| James G. Cullen | 125,443,528 | 14,343,124 | 343,942 | 15,169,384 | 0 | ||||||||||||
| Michelle J. Holthaus | 128,291,162 | 11,650,414 | 189,018 | 15,169,384 | 0 | ||||||||||||
| Jean M. Nye | 117,890,735 | 22,065,286 | 174,573 | 15,169,384 | 0 | ||||||||||||
| Joanne B. Olsen | 127,868,596 | 12,084,269 | 177,729 | 15,169,384 | 0 | ||||||||||||
Based on the votes set forth above, each of the director nominees was duly elected to a new three-year term.
The proposal to ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025 received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 153,162,335 | 1,993,332 | 144,311 | 0 | 0 | ||||||||||
Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was duly ratified.
The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2024 received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 126,424,169 | 13,458,375 | 248,050 | 15,169,384 | 0 | ||||||||||
Based on the votes set forth above, the compensation of the Company’s named executive officers for fiscal year 2024 was approved.
The advisory vote on the stockholder proposal to adopt an annual election of directors standard received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 136,708,265 | 2,128,994 | 1,125,026 | 15,336,679 | 1,014 | ||||||||||
Based on the votes set forth above, the advisory stockholder proposal to adopt an annual election of directors standard was approved.
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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.
| KEYSIGHT TECHNOLOGIES, INC. | ||||||||
| By: | /s/ JoAnn Juskie | |||||||
| Name: | JoAnn Juskie | |||||||
| Title: | Vice President, Assistant General Counsel and | |||||||
| Assistant Secretary | ||||||||
| Date: March 25, 2025 | ||||||||
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