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 19, 2026
(Exact name of registrant as specified in its charter)
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 19, 2026, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of January 20, 2026, the Company’s record date for the Annual Meeting, there were a total of 171,517,760 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 155,848,414 shares of Common Stock or approximately 91% were represented in person or by proxy and, therefore, a quorum was present.
At the Annual Meeting, the Company’s stockholders voted on the following five proposals and cast their votes as described below.
1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company for a term of three years:
| Broker | ||||||||||||||
| For | Against | Abstained | Non-Votes | |||||||||||
| Satish C. Dhanasekaran | 140,451,866 | 1,135,768 | 151,567 | 14,109,213 | ||||||||||
| Richard P. Hamada | 129,344,958 | 12,091,708 | 302,535 | 14,109,213 | ||||||||||
| Kevin Stephens | 137,000,638 | 4,360,997 | 377,566 | 14,109,213 | ||||||||||
2.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 153,912,612 | 1,754,367 | 181,435 | 0 | ||||||||
3.An advisory resolution to approve the compensation of the Company’s named executive officers for fiscal year 2025 was approved.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 132,780,142 | 8,660,901 | 298,158 | 14,109,213 | ||||||||
4.A management proposed to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors was approved.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 141,492,880 | 116,481 | 129,840 | 14,109,213 | ||||||||
5.A stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting” was approved.
| For | Against | Abstained | Broker Non-Votes | ||||||||
| 91,569,450 | 49,853,242 | 316,509 | 14,109,213 | ||||||||
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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/ Jeffrey K. Li | |||||||
| Name: | Jeffrey K. Li | |||||||
| Title: | SVP, General Counsel and Secretary | |||||||
| Date: March 24, 2026 | ||||||||
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