8-KLeadership ChangesShareholder MattersExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Executive Changes (Mar 8, 2010)

Filed March 8, 2010For Securities:A

Summary

Agilent Technologies, Inc. filed an 8-K on March 8, 2010, reporting significant changes in its financial leadership and key shareholder approvals. Adrian T. Dillon, Executive Vice President and CFO, announced his resignation, effective April 1, 2010. In response, the company appointed Didier Hirsch, currently VP of Corporate Controllership and Tax and Chief Accounting Officer, as interim Chief Financial Officer, effective the same date. This leadership transition is a key event for investors to monitor. Furthermore, the filing indicates that Agilent's shareholders approved a revised Performance-Based Compensation Plan at their Annual Meeting on March 2, 2010. This updated plan provides greater flexibility in performance periods (up to 36 months) and significantly increases the maximum award potential per participant to $10 million for any 12-month cycle. Shareholder approval of this plan signals confidence in management's compensation structure and future performance incentives.

Key Highlights

  • 1CFO Adrian T. Dillon to resign effective April 1, 2010.
  • 2Didier Hirsch appointed interim CFO, effective April 1, 2010.
  • 3Didier Hirsch will also continue as Chief Accounting Officer.
  • 4Shareholders approved the Performance-Based Compensation Plan for Covered Employees.
  • 5The approved compensation plan allows for longer performance periods (up to 36 months).
  • 6The plan increases the maximum award potential to $10 million per participant for any 12-month cycle.
  • 7Two directors were elected, and the appointment of PricewaterhouseCoopers LLP as the independent auditor was ratified.

Frequently Asked Questions

The 8-K filing states that Adrian T. Dillon informed Agilent of his intention to resign from his position as Executive Vice President, Finance and Administration, and Chief Financial Officer. The specific reasons for his resignation are not detailed in this filing.

Didier Hirsch has been appointed as the interim Chief Financial Officer, effective April 1, 2010. He has been with Agilent since November 2006 as Vice President, Corporate Controllership and Tax and has served as Chief Accounting Officer since November 2007. He has a long history within Agilent's finance department, previously holding roles such as Vice President and Controller, and Vice President and Treasurer.

The key changes approved by shareholders include increasing the number of available performance goals, granting the compensation committee more flexibility in setting performance periods (up to 36 months instead of six-month periods), and raising the maximum per-participant award from $1,500,000 per six-month period to $10,000,000 per 12-month cycle.

At the Annual Meeting held on March 2, 2010, shareholders also elected two directors and ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2010 fiscal year.