Keysight Technologies, Inc. 8-K

What Happened

• Keysight Technologies, Inc. (KEYS) filed an 8-K on March 24, 2026 reporting the results of its Annual Meeting held March 19, 2026. As of the record date (January 20, 2026) there were 171,517,760 shares outstanding; 155,848,414 shares (~91%) were represented, establishing a quorum.
• Stockholders elected three directors to three-year terms: Satish C. Dhanasekaran (140,451,866 votes for), Richard P. Hamada (129,344,958 for), and Kevin Stephens (137,000,638 for). Other proposals—including ratification of PricewaterhouseCoopers LLP as auditor, the advisory approval of executive compensation, an amendment to declassify the board, and a stockholder proposal on special meetings—were also voted on and approved.

Key Details

• Record date and shares: 171,517,760 shares outstanding (Jan 20, 2026); 155,848,414 shares represented (~91%).
• Director elections: Satish C. Dhanasekaran 140,451,866 for; Richard P. Hamada 129,344,958 for; Kevin Stephens 137,000,638 for. Broker non-votes: 14,109,213.
• Auditor ratification: PricewaterhouseCoopers LLP approved (153,912,612 for; 1,754,367 against; 181,435 abstained).
• Governance votes: Say-on-pay approved (132,780,142 for; 8,660,901 against; ~6.1% of votes cast opposed); amendment to declassify the board approved (141,492,880 for); stockholder proposal to allow shareholders to call a special meeting approved (91,569,450 for; 49,853,242 against).

Why It Matters

• The re-election of directors and ratification of PwC keep Keysight’s current leadership and auditor in place, providing continuity for operations and financial reporting.
• Approval of the board declassification and the stockholder proposal to allow shareholders to call special meetings are meaningful governance changes that increase shareholder influence over board composition and corporate action processes.
• The advisory say-on-pay passed, but with measurable opposition (~6% of votes cast against), which investors and management may monitor for future pay and disclosure discussions.