On May 23, 2019, the Board of Directors (the “Board”) of Keysight Technologies, Inc. (the “Company”) increased the size of the Board from 8 (eight) to 9 (nine) directors, and, following the recommendation of the Nominating and Corporate Governance Committee, appointed Joanne Olsen as a director, effective immediately. Ms. Olsen will serve as a Class III director with a term expiring at the 2020 Annual Meeting of the Stockholders. Ms. Olsen will serve on the Board’s Compensation Committee. The Board has determined that Ms. Olsen 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”).

Ms. Olsen most recently served as Executive Vice President of Global Cloud Services and Support of Oracle Corporation until her retirement in 2017. In that role, she drove Oracle’s cloud transformation services and support strategy, partnering with leaders across all business units. She previously served as Senior Vice President and leader of Oracle\’s applications sales, alliances and consulting organizations in North America. Ms. Olsen began her career with IBM, where, over the course of more than three decades, she held a variety of executive management positions across sales, global financing and hardware. Ms. Olsen received a B.A. in Mathematics and Economics from East Stroudsburg University. Ms. Olsen currently serves as a director on the public boards of Ciena Corporation and Teradata Corporation.

Ms. Olsen will receive a pro-ration of the standard compensation to reflect the time Ms. Olsen will serve on the Board this year, for her 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 Ms. Olsen will enter into the Company’s standard form of indemnification agreement.

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

The Company issued a press release on May 24, 2019 announcing the appointment of Ms. Olsen 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 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 Joanne B. Olsen as a director effective immediatelySANTA ROSA,…
To view the full exhibit click here

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.