8-KLeadership ChangesExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Executive Changes (Jan 18, 2018)

Filed January 18, 2018For Securities:A

Summary

Agilent Technologies, Inc. announced a strategic expansion of its Board of Directors on January 18, 2018, appointing Dow R. Wilson as a new member. This move increases the Board's size from 11 to 12 directors, effective March 20, 2018. Mr. Wilson, an experienced executive with a background as President and CEO of Varian Medical Systems, Inc., will bring valuable operational and leadership expertise to Agilent. His appointment is intended to enhance the Board's governance and strategic oversight capabilities. Mr. Wilson's appointment is effective March 20, 2018, and he will serve on both the Audit and Finance Committee and the Nominating/Corporate Governance Committee. His experience at Varian Medical Systems and prior roles at General Electric are expected to be instrumental in guiding Agilent's future growth and strategic initiatives. Investors should note that Mr. Wilson's compensation will align with the standard non-employee director compensation package, with pro-rata adjustments for the current year.

Key Highlights

  • 1Agilent Technologies appointed Dow R. Wilson to its Board of Directors, effective March 20, 2018.
  • 2The Board size has been increased from 11 to 12 members to accommodate the new appointment.
  • 3Mr. Wilson brings extensive leadership experience, having served as President and CEO of Varian Medical Systems, Inc.
  • 4He will serve on the Audit and Finance Committee and the Nominating/Corporate Governance Committee.
  • 5Mr. Wilson has been deemed independent by the Board and meets NYSE listing standards.
  • 6He has no undisclosed arrangements, understandings, or family relationships with current directors or officers.
  • 7Mr. Wilson currently holds no beneficial ownership of Agilent stock.

Frequently Asked Questions

Dow R. Wilson is a seasoned executive, aged 58, who has served as President, Chief Executive Officer, and a Board member of Varian Medical Systems, Inc. since September 2012. Prior to that, he held various senior roles at Varian Medical and also worked in senior management positions at General Electric Company. He also serves on the board of Varex Imaging Corporation.

Increasing the Board size from 11 to 12 members allows Agilent Technologies to bring in new expertise and perspectives. The appointment of Dow R. Wilson suggests the Board identified a need for his specific experience, potentially in areas related to strategic growth, operational efficiency, or governance, to further strengthen its oversight and guidance for the company.

No, Mr. Wilson will receive the standard compensation paid to Agilent's non-employee directors. A portion of this compensation will be pro-rated to reflect the period he serves on the Board within the current fiscal year. Details of this compensation are available in Agilent's 2017 Proxy Statement.

Mr. Wilson has been appointed to serve on two key committees of the Board: the Audit and Finance Committee and the Nominating/Corporate Governance Committee. These appointments indicate his intended contributions to financial oversight and board composition and governance.