UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. |
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Description |
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3.1 |
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104 |
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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.
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AGILENT TECHNOLOGIES, INC. |
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Date: |
March 17, 2023 |
By: |
/s/ P. Diana Chiu |
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Name: |
P. Diana Chiu |
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Title: |
Vice President, Assistant General Counsel & Assistant Secretary |
Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AGILENT TECHNOLOGIES, INC.
Agilent Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify:
The name of the Corporation is Agilent Technologies, Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended.
The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.01 per share (“Common Stock”) and Preferred Stock, par value $0.01 per share (“Preferred Stock”). The total number of shares of Common Stock that the Corporation shall have authority to issue is 2,000,000,000. The total number of shares of Preferred Stock that
the Corporation shall have authority to issue is 125,000,000. The Preferred Stock may be issued from time to time in one or more series.
The Corporation shall from time to time in accordance with the laws of the State of Delaware increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of all outstanding Preferred Stock.
The Board of Directors is hereby authorized, subject to limitations prescribed by law and the provisions of this Article IV, by resolution to provide for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
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No holders of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive rights to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe for, purchase or receive any securities convertible to or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation, except in the case of any shares of Preferred Stock to which such rights are specifically granted by any resolution or resolutions of the Board of Directors adopted pursuant to this Article IV.
Effective as of the time at which Hewlett-Packard Company, a Delaware corporation, and its affiliates shall cease to be the beneficial owner of an aggregate of at least a majority of the then outstanding shares of Common Stock (the “Trigger Date”), any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Effective as of the Trigger Date, except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of stockholders of the Corporation for any purpose or purposes may be called only by or at the direction of (a) the Board of Directors, (b) the Chairman of the Board of Directors of the Corporation, or (c) the Secretary of the Corporation at the written request, in accordance with and subject to the Bylaws of the Corporation, of stockholders holding continuously for at least one (1) year an aggregate net long position of not less than twenty percent (20%) of the Voting Stock. No business other than that stated in the notice shall be transacted at any special meeting.
The Corporation is to have perpetual existence.
For the management of the business and for the conduct of affairs of the Corporation, and in further definition, limitation and regulation of powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
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Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the laws of the State of Delaware) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
Except as provided in Article VIII above, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the state of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”) then outstanding, voting together as a single class shall be required to alter, amend, adopt any provision inconsistent with or repeal Article V or VII or this sentence.
IN WITNESS WHEREOF, Agilent Technologies, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be executed by Michael Tang, its Secretary this 15th day of March 2023.
/s/Michael Tang
Michael Tang
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Document And Entity Information |
Mar. 15, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 15, 2023 |
Entity Registrant Name | AGILENT TECHNOLOGIES, INC. |
Entity Central Index Key | 0001090872 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-15405 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 77-0518772 |
Entity Address, Address Line One | 5301 Stevens Creek Boulevard |
Entity Address, City or Town | Santa Clara |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95051 |
City Area Code | 800 |
Local Phone Number | 227-9770 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.01 par value |
Trading Symbol | A |
Security Exchange Name | NYSE |
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