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Registrant’s telephone number, including area code i(800)i829-4444
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name on each exchange on which registered
iCommon Stock, par value $0.01 per share
iKEYS
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
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
2
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.
3
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.
