8-KLeadership ChangesExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Executive Changes (Mar 13, 2009)

Filed March 13, 2009For Securities:A

Summary

This 8-K filing by Agilent Technologies, Inc. reports on the approval of the 2009 Stock Plan by its stockholders at the annual meeting held on March 11, 2009. This new plan replaces the company's previous 1999 Stock Plan and 1999 Non-Employee Director Stock Plan, serving as the framework for future stock-based incentive compensation for employees, officers, directors, and consultants. The 2009 Plan allows for various award types, including stock options, SARs, restricted stock, and performance-based awards, with a total share limit and a ten-year term. For investors, the key takeaway is the company's continued focus on equity-based compensation as a tool to incentivize and retain talent, particularly during a challenging economic period. The details of the 2009 Plan, including the number of shares authorized and the structure of awards, are important for understanding potential future dilution and the company's approach to executive and employee compensation. Investors are directed to the company's Definitive Proxy Statement filed on January 27, 2009, for a comprehensive understanding of the plan's provisions.

Key Highlights

  • 1Agilent Technologies' stockholders approved the 2009 Stock Plan at the March 11, 2009 annual meeting.
  • 2The 2009 Stock Plan replaces the 1999 Stock Plan and 1999 Non-Employee Director Stock Plan.
  • 3The plan is designed to provide stock-based incentive compensation to employees, officers, directors, and consultants.
  • 4Approved award types include stock options, SARs, restricted stock, restricted stock units, performance shares, and performance units.
  • 5A maximum of 25,000,000 shares of common stock may be issued under the 2009 Plan.
  • 6The 2009 Plan has a term of ten years.
  • 7Details of the plan were previously disclosed in the company's Definitive Proxy Statement filed on January 27, 2009.

Frequently Asked Questions

The 2009 Stock Plan is designed to provide Agilent Technologies with a flexible and comprehensive framework for granting stock-based incentive compensation to its employees (including officers), directors, and consultants. This helps to align their interests with those of the company's shareholders and to attract, retain, and motivate key personnel.

The maximum number of shares of Agilent Technologies' common stock that may be issued under the 2009 Stock Plan is 25,000,000. This limit also includes shares subject to awards previously granted under the 1999 Stock Plan that are forfeited or expire unexercised. Note that shares issued under options or SARs count as one share, while shares issued under other awards count as two shares for every one share issued against this limit.

Investors can find a more detailed description of the 2009 Stock Plan in Proposal 3 of Agilent Technologies' Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on January 27, 2009. The full text of the plan was also included as Appendix A to that Proxy Statement.

The 2009 Stock Plan allows Agilent Technologies to grant various types of awards, including stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance shares, and performance units. These awards may also have performance-based conditions for vesting or exercisability, as well as cash awards.