8-KShareholder MattersCorporate ChangesExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Bylaw Amendment (Mar 20, 2026)

Filed March 20, 2026For Securities:A

Summary

Agilent Technologies, Inc. has filed an 8-K report detailing the outcomes of its Annual Meeting of Stockholders held on March 18, 2026. The most significant development for investors is the approval of amendments to the Company's Certificate of Incorporation and Bylaws, which will implement a phased declassification of the Board of Directors over a three-year period. This change, effective upon the filing of the Certificate of Incorporation with the Delaware Secretary of State on March 19, 2026, moves away from a classified board structure towards annual election of all directors. In addition to the governance changes, the meeting saw the election of four directors to three-year terms, with strong affirmative votes. Stockholders also overwhelmingly approved the company's executive compensation on a non-binding advisory basis and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year 2026. The high turnout and overwhelming approval of these proposals indicate broad shareholder support for the company's direction and governance.

Key Highlights

  • 1Stockholders approved an amendment to declassify the Board of Directors over a three-year period, moving towards annual director elections.
  • 2Four directors were elected to serve three-year terms, receiving a majority of votes cast.
  • 3The company's executive compensation plan received strong approval in a non-binding advisory vote.
  • 4PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
  • 5The Annual Meeting saw a high turnout, with approximately 88% of outstanding shares represented.
  • 6The approved changes to the Certificate of Incorporation and Bylaws are effective immediately upon filing with the State of Delaware.

Frequently Asked Questions

The most significant governance change is the approval of an amendment to declassify the Board of Directors over a three-year period. This means that starting in 2029, all directors will be elected annually by stockholders, rather than serving staggered three-year terms.

The declassification of the Board means that shareholders will have the opportunity to vote on all director positions annually, increasing accountability and potentially enhancing responsiveness to shareholder sentiment. This is generally viewed as a positive step for corporate governance.

Four directors were elected to three-year terms. The individuals elected were Judy Gawlik Brown, Sue H. Rataj, George A. Scangos, Ph.D., and Dow R. Wilson. All received an affirmative vote from a majority of the votes cast, indicating strong shareholder confidence in their re-election.

Yes, the non-binding advisory vote to approve the compensation of the company's named executive officers was approved. This proposal received a substantial majority of the votes cast in favor.