8-KLeadership ChangesShareholder MattersExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Executive Changes (Mar 26, 2019)

Filed March 26, 2019For Securities:KEYS

Summary

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 26, 2019, primarily announcing two key events. The Board of Directors expanded its size from seven to eight members with the appointment of Paul Lacouture as an independent director. Mr. Lacouture brings substantial experience in telecommunications and engineering from his previous roles at Verizon and Neustar, along with public company board experience, which should be a valuable asset to Keysight. The filing also details the results of the Company's Annual Meeting of Stockholders held on March 21, 2019. Key outcomes include the election of director nominees (including James G. Cullen and Jean M. Halloran), the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2019, and the advisory approval of executive compensation for fiscal year 2018. The strong shareholder turnout and voting results indicate shareholder confidence in the board's decisions and the company's direction.

Key Highlights

  • 1Appointment of Paul Lacouture to the Board of Directors, increasing board size to eight.
  • 2Mr. Lacouture possesses significant industry experience from leadership roles at Verizon and Neustar.
  • 3Mr. Lacouture's appointment is effective immediately and he is considered an independent director.
  • 4Keysight's Annual Meeting of Stockholders was held on March 21, 2019, with strong shareholder participation (88.96% quorum).
  • 5Director nominees, including James G. Cullen and Jean M. Halloran, were duly elected by shareholders.
  • 6PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2019 with overwhelming support.
  • 7Shareholders provided advisory approval for the fiscal year 2018 executive compensation.

Frequently Asked Questions

Paul Lacouture is a newly appointed independent director to Keysight's Board. He has a strong background in the telecommunications industry, having retired as Executive Vice President of Engineering and Technology for Verizon Telecom. He also served as a director for Neustar, Inc. and held various leadership positions within Verizon (formerly Bell Atlantic).

The Annual Meeting of Stockholders resulted in the election of the nominated directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor for FY2019, and advisory approval of the executive compensation for FY2018. A significant majority of shares were represented, indicating strong shareholder engagement.

No, Mr. Lacouture will receive standard compensation for non-employee directors according to Keysight's established director compensation program, as detailed in the company's proxy statement.

The filing states there are no arrangements or understandings with other persons regarding Mr. Lacouture's election, nor are there any transactions requiring disclosure under Item 404(a) of Regulation S-K that involve Mr. Lacouture.