KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2019, the Board of Directors (the “Board”) of Keysight Technologies, Inc. (the “Company”) increased the size of the Board from 7 (seven) to 8 (eight) directors, and, following the recommendation of the Nominating and Corporate Governance Committee, appointed Paul Lacouture as a director, effective immediately. Mr. Lacouture will serve as a Class III director with a term expiring at the 2020 Annual Meeting of the Stockholders. The Board has determined that Mr. Lacouture meets the independence standards adopted by the Board in compliance with the New York Stock Exchange rules and Item 407(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

Mr.Lacouture served as a director of Neustar, Inc. from 2007 to 2017. Previously, Mr. Lacouture retired as Executive Vice President of Engineering and Technology for Verizon Telecom, a telecommunications services provider, in 2007, a position he had held since 2006. From 2000 to 2006, Mr. Lacouture was President of the Verizon Network Services Group, a telecommunications services provider. Prior to the Bell Atlantic/GTE merger in July 2000, Mr. Lacouture was President of the Network Services group at Bell Atlantic. Mr. Lacouture received his Bachelor of Science degree in Electrical Engineering from Worcester Polytechnic Institute and MBA from Northeastern University. Additionally, Mr. Lacouture brings extensive management experience from numerous senior management positions and considerable public company director experience.

Mr. Lacouture will receive the standard compensation for his service as a non-employee director in accordance with the Company’s director compensation program, which is described in the Company’s annual proxy statement filed with the SEC on February 1, 2019. In connection with this appointment, the Company and Mr. Lacouture will enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Lacouture and any other person to which Mr. Lacouture was elected as a director. There are no transactions in which Mr. Lacouture has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act.

The Company issued a press release on March 25, 2019 announcing the appointment of Mr. Lacouture to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

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

On March 21, 2019, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in Indian Wells, California. As of January 22, 2019, the Company’s record date for the Annual Meeting, there were a total of 187,746,375 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 167,009,890 shares of Common Stock or 88.96% were represented in person or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following items at the Annual Meeting:

Votes regarding the election of the director nominees were as follows:

Based on the votes set forth above, the director nominees were duly elected.

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 2019 received the following votes:

Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019 was duly ratified.

The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal year 2018 received the following votes:

Based on the votes set forth above, the compensation of the Company’s named executive officers for fiscal year 2018 was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act:

Keysight Technologies, Inc. Exhibit
EX-99.1 2 exhibit991-pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Keysight Technologies Announces New Board MemberAppoints Paul Lacouture as a director effective immediatelySANTA ROSA,…
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About KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS)

Keysight Technologies, Inc. is a measurement company engaged in providing electronic design and test solutions to communications and electronics industries. The Company provides electronic design and test instruments and systems and related software, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. The Company operates through three segments: Communications Solutions Group (CSG), Electronic Industrial Solutions Group (EISG) and Services Solutions Group (SSG). The CSG and EISG segments provide electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment. The SSG segment provides integrated service solutions, including repair and calibration services, professional services and remanufactured equipment.