8-KCorporate ChangesExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Bylaw Amendment (Sep 22, 2006)

Filed September 22, 2006For Securities:A

Summary

Agilent Technologies, Inc. filed an 8-K on September 22, 2006, to report a significant change in its corporate governance. The Board of Directors approved an amendment to the Company's Bylaws, specifically Article II, Section 3.3, to formally adopt a majority vote standard for the election of directors. This change codifies a practice the company had already implemented in 2005 through its Corporate Governance Guidelines. The new standard mandates that directors must receive a "majority of the votes cast" to be elected. If an incumbent director fails to achieve this and a successor is not elected, the director must tender their resignation. The Nominating/Corporate Governance Committee will then review and recommend to the Board whether to accept the resignation, with the Board making a final decision within 90 days. This move enhances shareholder rights by requiring a stronger mandate from voters for board representation.

Key Highlights

  • 1Agilent Technologies adopted a majority vote standard for director elections, codifying it in its Bylaws.
  • 2Directors will now need to receive over 50% of the votes cast to be elected.
  • 3Incumbent directors failing to secure a majority vote must tender their resignation.
  • 4The Nominating/Corporate Governance Committee and the Board will review tendered resignations.
  • 5Decisions on director resignations must be made and disclosed within 90 days.
  • 6This amendment strengthens corporate governance and aligns with shareholder-friendly practices.
  • 7The change was effective as of September 20, 2006.

Frequently Asked Questions

The primary change is the adoption of a majority vote standard for the election of directors into Agilent Technologies' Bylaws. This means directors need to receive more than 50% of the votes cast to be elected.

If an incumbent director nominee fails to receive a majority of the votes cast and a successor is not elected, the director is required to tender their resignation to the Board of Directors.

The Nominating/Corporate Governance Committee will review the tendered resignation and recommend a course of action to the Board of Directors. The Board will then make the final decision, which must be disclosed within 90 days of the stockholder vote.

While the adoption into the Bylaws is new as of September 20, 2006, the company had already implemented this majority vote standard in its Corporate Governance Guidelines in 2005.