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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2023

 

 

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15405

77-0518772

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5301 Stevens Creek Boulevard

 

Santa Clara, California

 

95051

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 800 227-9770

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value

 

A

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders of the Company was held on March 15, 2023 (the “Annual Meeting”). A total of 268,236,519 shares of Common Stock, representing approximately 90% of the shares outstanding, were represented at the Annual Meeting. The voting results for each item of business presented at the Annual Meeting, as certified by the Company’s independent inspector of elections, are set forth below:

 

Proposal No. 1 The election of four (4) directors for a term of three years. The individuals listed below received the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote at the Annual Meeting and were each elected to serve a three-year term.

 

Name

For

Against

Abstain

Broker Non-Vote

Heidi K. Kunz

 199,252,742

49,152,480

378,386

19,452,911

Susan H. Rataj

226,926,105

21,488,352

369,151

19,452,911

George A. Scangos, Ph.D.

212,737,808

35,656,600

389,200

19,452,911

Dow R. Wilson

222,110,567

26,281,390

391,650

19,452,911

 

Directors Mala Anand, Hans E. Bishop, Otis W. Brawley, M.D., Mikael Dolsten, M.D., Ph.D., Koh Boon Hwee, Michael R. McMullen and Daniel K. Podolsky, M.D. continued in office following the Annual Meeting.

 

Proposal No. 2 The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as set forth below.

 

For

Against

Abstain

Broker Non-Vote

221,637,626

26,620,106

525,876

19,452,911

 

Proposal No. 3 The proposal to ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was approved as set forth below.

 

For

Against

Abstain

Broker Non-Vote(1)

250,442,534

17,382,457

411,382

146

 

Proposal No. 4 The proposal regarding the approval of amendments to the Company’s Certificate of Incorporation to permit stockholders holding not less than 20% of our voting stock continuously for at least 1 year to call a special meeting of stockholders was approved as set forth below.

 

For

Against

Abstain

Broker Non-Vote

248,052,193

380,435

350,980

19,452,911

 

Proposal No. 5 The results of the non-binding advisory vote on the frequency of the stockholder advisory votes to approve the compensation of the Company’s named executive officers was approved as set forth below.

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Vote

244,419,390

127,458

1,580,592

360,133

21,748,946

 

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

3.1

 

Second Amended and Restated Certificate of Incorporation

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

AGILENT TECHNOLOGIES, INC.

 

 

 

 

Date:

March 17, 2023

By:

/s/ P. Diana Chiu

 

 

Name:

P. Diana Chiu

 

 

Title:

Vice President, Assistant General Counsel

& Assistant Secretary