8-K
filed March 17, 2023, 7:59 PM ET
ticker KEYS
CIK 0001601046
other material
confidence high
sentiment neutral
materiality 0.40
Keysight exec chair transitions to non-executive; board declassification vote fails
Keysight Technologies, Inc.
- Ron Nersesian to move from executive to non-executive chair effective May 1, 2023; retiring for personal reasons.
- Shareholders elected all four director nominees to three-year terms: Dhanasekaran, Hamada, Lacouture, Stephens.
- Advisory say-on-pay approved with ~81% of votes cast in favor (127.5M for, 14.7M against).
- Proposal to declassify board received 79% of outstanding shares, failing to meet 80% threshold; board remains classified.
- PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ron Nersesian changed role as non-executive chair at Keysight Technologies, Inc..
- Action
- transitioned
- Role
- non-executive chair
Exact text from the filing
On March 14, 2023, Ron Nersesian, the company’s executive chair of the Board of Directors, announced plans to transition to non-executive chair as of May 1, 2023.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Keysight Technologies, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 at the 2023-03-16 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-03-16
Exact text from the filing
The proposal to ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 received the following votes: For Against Abstain Broker Non-Votes Uncast 157,778,081 838,300 404,268 1 0 Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was duly ratified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Keysight Technologies, Inc. shareholders rejected Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors at the 2023-03-16 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-03-16
Exact text from the filing
The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors (the “Amendment Proposal”) received the following votes: For Against Abstain Broker Non-Votes Uncast 142,317,358 392,177 211,874 16,099,241 0 The Amendment Proposal required 80% of the shares outstanding to vote in favor of the proposal for it to be approved. Based on the votes set forth above, 79% of the shares outstanding voted in favor of the Amendment Proposal. Accordingly, the Amendment Proposal was not approved, and the Company’s Board of Directors will remain classified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Keysight Technologies, Inc. shareholders approved Election of the Directors nominated by the Board of Directors at the 2023-03-16 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-03-16
Exact text from the filing
Votes regarding the election of the director nominees were as follows: Broker Nominee For Against Abstain Non-Votes Uncast Satish C. Dhanasekaran 141,766,301 920,986 229,586 16,103,777 0 Richard P. Hamada 126,438,408 16,227,389 243,364 16,111,489 0 Paul A. Lacouture 133,902,256 8,774,907 236,025 16,107,462 0 Kevin A. Stephens 134,283,693 8,392,093 233,649 16,111,215 0 Based on the votes set forth above, each of the director nominees was duly elected to a new three year term.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Keysight Technologies, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2022 at the 2023-03-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-03-16
Exact text from the filing
The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2022 received the following votes: For Against Abstain Broker Non-Votes Uncast 127,457,338 14,654,038 814,291 16,094,983 0 Based on the votes set forth above, the compensation of the Company’s named executive officers for fiscal year 2022 was approved.
View on SEC.gov
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