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 21, 2024
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 21, 2024, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of January 22, 2024, the Company’s record date for the Annual Meeting, there were a total of 174,668,998 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 156,956,811 shares of Common Stock or 90% 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 2024.
3.Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2023.
4.Approval of the amendment and restatement of the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan.
5.Approval of the amendment and restatement of the Keysight Technologies, Inc. Employee Stock Purchase Plan.
6.Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement.
7.Consider, on a non-binding advisory basis, a stockholder proposal to adopt a simple majority voting 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 | ||||||||||||
| Charles J. Dockendorff | 111,501,675 | 29,089,895 | 777,174 | 15,888,067 | 0 | ||||||||||||
| Ronald S. Nersesian | 133,505,492 | 7,703,166 | 160,086 | 15,888,067 | 0 | ||||||||||||
| Robert A. Rango | 126,672,917 | 13,921,254 | 774,554 | 15,888,067 | 19 | ||||||||||||
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 2024 received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 154,499,789 | 2,271,198 | 185,824 | 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 2024 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 2023 received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 128,927,226 | 12,101,048 | 340,470 | 15,888,067 | 0 | ||||||||||
Based on the votes set forth above, the compensation of the Company’s named executive officers for fiscal year 2023 was approved.
The proposal to approve the amendment and restatement of the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 131,537,849 | 9,634,429 | 196,466 | 15,888,067 | 0 | ||||||||||
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Based on the votes set forth above, the amendment and restatement of the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan was approved.
The proposal to approve the amendment and restatement of the Keysight Technologies, Inc. Employee Stock Purchase Plan received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 138,817,777 | 2,397,881 | 153,086 | 15,888,067 | 0 | ||||||||||
Based on the votes set forth above, the amendment and restatement of the Keysight Technologies, Inc. Employee Stock Purchase Plan was approved.
The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement (the “Amendment Proposal”) received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 140,845,299 | 376,754 | 146,691 | 15,888,067 | 0 | ||||||||||
The Amendment Proposal required 80% of the shares outstanding to vote in favor of the proposal for it to be approved. Based on the votes set forth above, 81% of the shares outstanding voted in favor of the Amendment Proposal. Accordingly, the Amendment Proposal was approved.
The advisory vote on the stockholder proposal to adopt a simple majority voting requirement received the following votes:
| For | Against | Abstain | Broker Non-Votes | Uncast | ||||||||||
| 96,232,013 | 44,828,056 | 308,614 | 15,888,067 | 61 | ||||||||||
Based on the votes set forth above, the advisory stockholder proposal to adopt a simple majority voting requirement 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 26, 2024 | ||||||||
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