Agilent (NYSE: A) holders back board declassification and pay votes

Rhea-AI Filing Summary

Agilent Technologies, Inc. reported results of its annual stockholder meeting and governance changes. Stockholders approved a Fourth Amended and Restated Certificate of Incorporation that will declassify the board of directors over a three-year period. The board simultaneously adopted Fourth Amended and Restated Bylaws to align with this phased declassification, including allowing stockholders to remove directors with or without cause beginning with the 2029 annual meeting, when the board will no longer be classified.

At the meeting, about 250.3 million shares of common stock, representing approximately 88% of shares outstanding, were represented. Stockholders elected four directors to three-year terms, approved on a non-binding basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent auditor for the 2026 fiscal year. They also approved the charter amendment to declassify the board.

Insights

Corporate governance analyst

Agilent shareholders backed gradual board declassification and routine annual items.

Stockholders approved a Fourth Amended and Restated Certificate of Incorporation that declassifies the board over three years, shifting from staggered director terms toward annual elections. The board adopted new bylaws to implement this structure and restated prior bylaws in full.

The bylaws also permit stockholders to remove directors with or without cause beginning at the 2029 annual meeting, when the board will no longer be classified. Shareholders elected four directors, supported executive pay on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for the 2026 fiscal year, indicating broad support for current governance arrangements.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2026

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-15405	77-0518772
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5301 Stevens Creek Boulevard
Santa Clara, California				95051
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 227-9770

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		A		New York Stock Exchange

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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Annual Meeting of Stockholders of Agilent Technologies, Inc. (the "Company") was held on March 18, 2026 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved the adoption of the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), which provides for the declassification of the Board over a three-year period, as set forth in the Company's definitive proxy statement of the Annual Meeting, filed with the Securities and Exchange Commission on February 6, 2026 (the "Proxy Statement").

Subject to the approval of the Certificate of Incorporation by the Company's stockholders at the Annual Meeting, the Board also approved the adoption of the Fourth Amended and Restated Bylaws of the Company (the "Bylaws") to be effective immediately upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware on March 19, 2026. The Bylaws amend and restate the Third Amended and Restated Bylaws of the Company (the "Prior Bylaws") in their entirety. The Bylaws amend the Prior Bylaws by adding conforming changes to reflect the phased declassification of the Board over three years included in the newly adopted Certificate of Incorporation and providing for the removal of a director with or without cause from the 2029 annual meeting of stockholders (when the Board is no longer classified).

The foregoing summary of each of the Certificate of Incorporation and the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation or the Bylaws, as applicable, attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, each of which is incorporated herein by reference.

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

As described above under Item 5.03 of this Current Report on Form 8-K, the Company held its Annual Meeting. A total of 250,281,785 shares of Common Stock, representing approximately 88% 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 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
Judy Gawlik Brown	227,166,748	570,646	211,727	22,332,664
Sue H. Rataj	225,415,342	2,401,243	132,536	22,332,664
George A. Scangos, Ph.D.	196,677,563	28,634,515	2,637,043	22,332,664
Dow R. Wilson	211,983,917	15,445,195	520,009	22,332,664

Directors Mala Anand, Otis Brawley, M.D., Mikael Dolsten, M.D., Koh Boon Hwee, Padraig McDonnell, Daniel K. Podolsky, M.D., and Pascal Soriot 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
208,587,202	18,802,786	559,133	22,332,664

Proposal No. 3 – The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified as set forth below.

For	Against	Abstain	Broker Non-Vote(1)
220,739,641	29,366,714	175,431	0

Proposal No. 4 – The proposal to approve an amendment to Agilent’s Third Amended and Restated Certificate of Incorporation to declassify the Board of Directors over a three-year period was approved as set forth below.

For	Against	Abstain	Broker Non-Vote
227,305,896	416,270	226,910	22,332,664

Item 9.01. – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Fourth Amended & Restated Certificate of Incorporation
3.2		Fourth Amended & Restated Bylaws
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(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.

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.

			AGILENT TECHNOLOGIES, INC.
Date:	March 20, 2026	By:	/s/ Bret DiMarco
		Name:	Bret DiMarco
		Title:	Senior Vice President, Chief Legal Counsel and Secretary

FAQ

What governance change did Agilent (A) shareholders approve at the 2026 annual meeting?

Agilent shareholders approved a Fourth Amended and Restated Certificate of Incorporation to declassify the board over three years. This transitions Agilent from staggered director terms toward annual elections, increasing how often directors stand for stockholder votes and aligning bylaws to the new structure.

How many Agilent (A) shares were represented at the 2026 annual stockholder meeting?

A total of 250,281,785 shares of Agilent common stock were represented at the annual meeting, about 88% of shares outstanding. This high participation level suggests broad stockholder engagement in voting on director elections, executive compensation, auditor ratification, and the charter amendment.

Which directors were elected at Agilent’s 2026 annual meeting and for how long?

Stockholders elected four directors—Judy Gawlik Brown, Sue H. Rataj, George A. Scangos, Ph.D., and Dow R. Wilson—to serve three-year terms. Each received a majority of votes cast, while several other directors continued in office under existing terms as the board begins its phased declassification.

Did Agilent (A) shareholders approve the advisory vote on executive compensation?

Yes. The non-binding advisory vote on compensation for Agilent’s named executive officers passed with 208,587,202 votes for, 18,802,786 against, and 559,133 abstentions, plus broker non-votes. This indicates shareholder support for the company’s current executive pay programs and policies.

Who will serve as Agilent’s independent auditor for the 2026 fiscal year?

Stockholders ratified PricewaterhouseCoopers LLP as Agilent’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 220,739,641 votes for, 29,366,714 against, and 175,431 abstentions, confirming continued use of the same audit firm for financial statement oversight.

When can Agilent (A) stockholders remove directors with or without cause?

Under the newly adopted bylaws, stockholders may remove directors with or without cause starting at the 2029 annual meeting. By then, the board will no longer be classified, so all directors will be subject to this removal standard and stand for election on a non-staggered basis.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-3.1 EX-3.1 44.5 KB
• EX-3.2 EX-3.2 367.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB