8-KShareholder MattersExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Shareholder Vote Results (Mar 17, 2025)

Filed March 17, 2025For Securities:A

Summary

Agilent Technologies, Inc. filed an 8-K on March 17, 2025, detailing the outcomes of its Annual Meeting of Stockholders held on March 13, 2025. The meeting saw strong participation, with approximately 88.18% of outstanding shares represented. Key outcomes include the election of two new directors, Otis W. Brawley, M.D., and Mikael Dolsten, M.D., Ph.D., for three-year terms, with broad shareholder support. All other incumbent directors will continue in their roles. Furthermore, shareholders provided advisory approval for the compensation of named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. The company also saw significant approval for amendments to its Certificate of Incorporation to remove supermajority voting requirements, indicating a move towards simpler governance. A shareholder proposal to elect directors annually also received substantial support, suggesting a preference for annual director elections.

Key Highlights

  • 1Two new directors, Otis W. Brawley, M.D., and Mikael Dolsten, M.D., Ph.D., were elected to the Board of Directors with strong shareholder backing.
  • 2The compensation of named executive officers received advisory approval from stockholders.
  • 3PricewaterhouseCoopers LLP was ratified as Agilent's independent registered public accounting firm for the 2025 fiscal year.
  • 4Shareholders approved amendments to the Second Amended and Restated Certificate of Incorporation to remove supermajority voting requirements, simplifying governance.
  • 5A shareholder proposal for annual election of directors received significant affirmative votes, indicating stakeholder preference for this governance structure.
  • 6A substantial majority of outstanding shares (88.18%) were represented at the Annual Meeting, demonstrating high shareholder engagement.

Frequently Asked Questions

Otis W. Brawley, M.D., and Mikael Dolsten, M.D., Ph.D., were elected as directors for three-year terms. They received the affirmative vote of a majority of the votes cast by shares present in person or represented by proxy and entitled to vote.

The non-binding advisory vote to approve the compensation of Agilent's named executive officers was approved by the stockholders.

Yes, the proposal to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2025 fiscal year was approved.

Yes, shareholders approved amendments to Agilent's Second Amended and Restated Certificate of Incorporation to remove supermajority voting requirements, which is expected to simplify governance processes.