KEYSIGHT TECHNOLOGIES, INC. (NYSE:KEYS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On March 22, 2018, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in Santa Rosa, California. As of January 31, 2018, the Company’s record date for the Annual Meeting, there were a total of 187,511,928 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 172,644,950 shares of Common Stock or 92.07% 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:
|
1. |
Election of the Directors nominated by the Board of Directors. |
|
2. |
Approval of the Amendment and Restatement of the 2014 Equity and Incentive Compensation Plan. |
|
3. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018. |
|
4. |
Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2017. |
Votes regarding the election of the director nominees were as follows:
|
Nominee |
For |
Against |
Abstain |
Non-Vote |
Uncast |
|
Ronald S. Nersesian |
156,869,128 |
428,790 |
66,473 |
15,280,559 |
|
|
Charles J. Dockendorff |
154,653,565 |
2,633,775 |
77,051 |
15,280,559 |
|
|
Robert A. Rango |
155,174,911 |
2,111,635 |
77,842 |
15,280,559 |
Based on the votes set forth above, the director nominees were duly elected.
The proposal to approve the Amendment and Restatement of the 2014 Equity and Incentive Compensation Plan received the following votes:
|
For |
Against |
Abstain |
Non-Vote |
Uncast |
|
147,003,066 |
10,227,920 |
133,405 |
15,280,559 |
Based on the votes set forth above, the Amendment and Restatement of the 2014 Equity and Incentive Compensation Plan was duly approved.
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 2018 received the following votes:
|
For |
Against |
Abstain |
Non-Vote |
Uncast |
|
172,271,888 |
250,976 |
122,083 |
Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018 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 2017 received the following votes:
|
For |
Against |
Abstain |
Non-Vote |
Uncast |
|
152,162,770 |
5,053,032 |
148,589 |
15,280,559 |
Based on the votes set forth above, the compensation of the Company’s named executive officers for fiscal year 2017 was approved.
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.
