0001104659-10-012869.txt : 20100308 0001104659-10-012869.hdr.sgml : 20100308 20100308170934 ACCESSION NUMBER: 0001104659-10-012869 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100302 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100308 DATE AS OF CHANGE: 20100308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001090872 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770518772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15405 FILM NUMBER: 10664487 BUSINESS ADDRESS: STREET 1: 5301 STEVENS CREEK BLVD CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 408-345-8647 MAIL ADDRESS: STREET 1: 5301 STEVENS CREEK BLVD, MS 1A-LC STREET 2: P.O. BOX 58059 CITY: SANTA CLARA STATE: CA ZIP: 95052-8059 FORMER COMPANY: FORMER CONFORMED NAME: HP MEASUREMENT INC DATE OF NAME CHANGE: 19990716 8-K 1 a10-5361_18k.htm 8-K

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 2, 2010

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5301 Stevens Creek Boulevard, Santa Clara, CA		95051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 553-2424

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 2, 2010, Adrian T. Dillon, informed Agilent Technologies, Inc. (“Agilent”) that he would resign from his position as Agilent’s Executive Vice President, Finance and Administration, Chief Financial Officer, effective April 1, 2010.

(c) On March 3, 2010, Agilent announced that Didier Hirsch, who currently serves as Vice President, Corporate Controllership and Tax and Chief Accounting Officer, was appointed to serve as the interim Chief Financial Officer of Agilent, effective as of April 1, 2010. As such, Mr. Hirsch will become Agilent’s principal financial officer (and will continue to serve as Agilent’s principal accounting officer) as of that date. Mr. Hirsch, 58, has served as our Vice President, Corporate Controllership and Tax since November 2006 and as our chief accounting officer since November 2007. From April 2003 to October 2006, Mr. Hirsch served as Agilent’s Vice President and Controller. Prior to assuming that position, Mr. Hirsch served as Agilent’s Vice President and Treasurer from September 1999 to April 2003.

A copy of the press release announcing the resignation of Mr. Dillon and the appointment of Mr. Hirsch as interim Chief Financial Officer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

(e) Separately, the Compensation Committee of the Board of Directors of Agilent previously approved, subject to shareholder approval, the Performance-Based Compensation Plan for Covered Employees (the “Performance Plan”), that would (1) Increase the number of performance goals available under the Performance-Based Compensation Plan, (2) Give the compensation committee greater flexibility with respect to establishing performance periods of up to a maximum of (36) months using any one or more of the performance goals instead of restricting the performance periods to six-month periods as currently provided under the Performance-Based Compensation Plan; and (3) Modify the maximum per participant award limitation from the current maximum of $1,500,000 during each 6-month performance period to a proposed maximum of $10,000,000 with respect to any 12-month performance cycle. Agilent’s shareholders approved the Performance Plan at the Annual Meeting of Stockholders held at 10:00 a.m. on March 2, 2010 (the “Annual Meeting”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Proposals No. 1, 2 and 3 were approved by the shareholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2010.

Proposal No.1 The proposal to elect two (2) directors for a term of three years. The individuals listed below received the highest number of affirmative votes of the outstanding shares of the Company’s common stock present or represented by proxy and voting at the Annual Meeting, in each case constituting a majority of the total outstanding shares, and were elected at the Annual Meeting to serve a three-year term.

Name	For	Against	Abstain	Broker Non-Vote
Paul N. Clark	246,708,533	4,169,350	239,848	44,292,910
James G. Cullen	249,434,157	1,303,357	380,217	44,292,910

Proposal No. 2 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 2010 fiscal year, as described in the proxy materials, was approved as set forth below.

For		Against		Abstained		Broker Non-Vote
289,666,540		5,177,059		567,042		0

Proposal No. 3 The proposal to approve the Agilent Technologies, Inc. Performance-Based Compensation Plan for Covered Employees, as described in the proxy materials, was approved as set forth below.

For		Against		Abstained		Broker Non-Vote
242,325,283		8,349,575		442,873		44,292,910

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following is filed as an exhibit to this report:

Exhibit No.		Description
99.1		Press release dated March 3, 2010.

SIGNATURE

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 hereunto duly authorized.

	AGILENT TECHNOLOGIES, INC.


	By:	/s/ Stephen D. Williams
	Name:	Stephen D. Williams
	Title:	Vice President, Assistant General Counsel and Assistant Secretary


Date: March 8, 2010

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated March 3, 2010.

EX-99.1 2 a10-5361_1ex99d1.htm EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:

Amy Flores

+1 408 345 8194

amy_flores@agilent.com

INVESTOR CONTACT:

Alicia Rodriguez

+1 408 345 8948

alicia_rodriguez@agilent.com

Agilent Technologies’ Executive Vice President and CFO Adrian Dillon to Leave Company

SANTA CLARA, Calif., March 3, 2010 — Agilent Technologies Inc. (NYSE: A) today announced that Adrian T. Dillon will resign his position as executive vice president, finance and administration, and chief financial officer, effective April 1. Dillon will become chief financial and administration officer at Skype, based in Luxembourg. Skype is a provider of software that enables voice and video calls.

Didier Hirsch, vice president, corporate controllership and tax, will be appointed acting chief financial officer, effective April 1. He is currently responsible for Agilent’s accounting and reporting functions, tax, credit and collections, vendor payments, and cost accounting. Hirsch has been with Agilent since its inception. Prior to Agilent, Hirsch was chief financial officer of Hewlett-Packard Europe, Middle East and Africa. Before this, he held a similar position at Hewlett-Packard Asia Pacific based in Hong Kong. Hirsch joined Hewlett-Packard Company in 1989.

“Adrian’s leadership has played a key role in transforming Agilent into a company known not only for the world’s best measurement technology, but also for its superb financial operating model and rigorous financial discipline,” said Bill Sullivan, Agilent president and CEO. “I am deeply grateful for his wise counsel and partnership in Agilent’s success over the past eight and a half years.”

Dillon joined Agilent in December 2001. He has been responsible for management of the company’s finance functions, strategic planning and corporate development, as well as shared administrative services, including information technology and global sourcing.

“Moving forward with Didier as interim CFO, we are assigning a proven veteran performer to this key position while we complete our search for Adrian’s replacement,” Sullivan said.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company’s 16,000 employees serve customers in more than 110 countries. Agilent had net revenues of $4.5 billion in fiscal 2009. Information about Agilent is available on the Web at www.agilent.com.