{"schema_version":"secwatch.filing_event.v1","accession":"0001601046-23-000018","form_type":"8-K","ticker":"KEYS","cik":"0001601046","company_name":"Keysight Technologies, Inc.","filed_at":"2023-03-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.784973+00:00","generated_at":"2026-06-17T23:35:48.402377+00:00","sec_items":["5.02","5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Keysight exec chair transitions to non-executive; board declassification vote fails","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001601046-23-000018","json":"https://secwatch.observer/filing/0001601046-23-000018.json","markdown":"https://secwatch.observer/filing/0001601046-23-000018.md","text":"https://secwatch.observer/filing/0001601046-23-000018.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/keys-20230314.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T23:35:48.402377+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"89835efd1b","claim":"Ron Nersesian changed role as non-executive chair at Keysight Technologies, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"transitioned"},{"label":"Role","value":"non-executive chair"}],"fact_type":"executive_change"},{"claim_id":"327800f8fb8f8983a6b9cf85b89736a47ef906a4","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-03-16"}],"fact_type":"shareholder_vote"},{"claim_id":"b5a8d43336cf5505a2e191318ade5b14451705cc","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-03-16"}],"fact_type":"shareholder_vote"},{"claim_id":"b5ed4244568007fe03c709c8ec5d2f1d0cd00b9b","claim":"Keysight Technologies, Inc. shareholders approved Election of the Directors nominated by the Board of Directors at the 2023-03-16 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-03-16"}],"fact_type":"shareholder_vote"},{"claim_id":"dd32675a42d1d2cc9f1577d5cde554c76602f310","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-03-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}