8-KShareholder MattersExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 22, 2022)

Filed March 22, 2022For Securities:KEYS

Summary

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 22, 2022, detailing the results of its Annual Meeting of Stockholders held on March 17, 2022. The meeting saw strong participation, with over 88% of outstanding shares represented, indicating significant shareholder engagement. Key outcomes include the election of all nominated directors to three-year terms and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2022. Shareholder approval was also given, on an advisory basis, to the compensation of named executive officers for fiscal year 2021. However, a significant proposal to declassify the Board of Directors failed to gain the required 80% threshold of outstanding shares, falling just short at 79%. This means the Board of Directors will remain classified, a decision that may impact future governance discussions and strategies. The company also provided the Cover Page Interactive Data File as an exhibit.

Key Highlights

  • 1Quorum established with 88.10% of shares represented at the Annual Meeting.
  • 2All director nominees were successfully elected for three-year terms.
  • 3PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2022 with overwhelming support.
  • 4Shareholders approved, on an advisory basis, the executive compensation for fiscal year 2021.
  • 5A proposal to declassify the Board of Directors narrowly failed, requiring 80% of outstanding shares and receiving 79%.
  • 6The company's Board of Directors will continue to be classified following the failed declassification proposal.
  • 7The filing includes the Cover Page Interactive Data File as an exhibit.

Frequently Asked Questions

The main outcomes were the election of all director nominees to new terms, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the advisory approval of executive compensation for FY21. Notably, a proposal to declassify the Board of Directors did not pass.

The proposal to declassify the Board of Directors did not meet the required threshold of 80% of outstanding shares voting in favor. It received approximately 79% of the outstanding shares' votes, thus failing to pass.

A classified board means directors are elected in staggered terms, typically serving multiple years. This structure can lead to more stability and long-term strategic focus, but it can also make it harder for shareholders to effect change, as a full board turnover takes several years.

No, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2022 was overwhelmingly ratified by shareholders, indicating confidence in their services.