--- 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" generated_at: "2026-06-17T23:35:48.402377+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Keysight exec chair transitions to non-executive; board declassification vote fails ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001601046-23-000018 - JSON: https://secwatch.observer/filing/0001601046-23-000018.json - Plain text: https://secwatch.observer/filing/0001601046-23-000018.txt ## Key facts - Executive change Ron Nersesian changed role as non-executive chair at Keysight Technologies, Inc.. - Action: transitioned - Role: non-executive chair source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601046/000160104623000018/0001601046-23-000018-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.