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Agilent (NYSE: A) details Chief Legal Officer transition and advisory role

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Agilent Technologies, Inc. announced a leadership transition for its top legal executive. Senior Vice President, Chief Legal Officer and Secretary Bret DiMarco entered into a Transition and General Release Agreement under which he will resign from these roles upon the earlier of the start date of a new Chief Legal Officer or September 30, 2026.

DiMarco will then serve as a Special Advisor through December 1, 2026, receiving an annualized base salary of $350,000, continued eligibility for group health and welfare plans, and ongoing vesting of existing equity awards. He will not receive new equity grants or an annual bonus for the 2026 fiscal year.

After his Special Advisor service ends, and contingent on a supplemental release of claims becoming effective, he will receive a lump-sum payment equal to one times his current base salary and target bonus, reduced by the base salary already paid for his Special Advisor service.

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Insights

Agilent structures an orderly transition of its chief legal officer with defined pay and advisory period.

Agilent Technologies is planning a measured handover of its legal leadership. The Transition and General Release Agreement fixes the latest resignation date for Bret DiMarco’s Chief Legal Officer role at September 30, 2026, while allowing an earlier exit once a successor starts.

From that point until December 1, 2026, DiMarco shifts to a Special Advisor role at a reduced base salary of $350,000 per year, keeps health and welfare benefits, and continues vesting on existing equity awards. He forgoes a 2026 bonus and new equity, underscoring this as a wind-down phase.

Post-advisory, he is eligible for a lump-sum equal to one times his current base salary and target bonus, less Special Advisor salary, conditioned on a supplemental release of claims. This structure provides continuity in legal oversight while limiting incremental cost and tying final severance to standard release terms.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Special Advisor base salary $350,000 per year Annualized rate during Special Advisor service
Lump-sum multiple 1x salary and target bonus Severance formula after Special Advisor period
Latest resignation date September 30, 2026 Outside date to resign as Chief Legal Officer
Advisory period end December 1, 2026 End date for Special Advisor service
Transition and General Release Agreement financial
"entered into a transition and general release agreement with the Company (the “Transition Agreement”)"
Special Advisor financial
"will continue as a Special Advisor in order to provide transitional assistance through December 1, 2026"
A Special Advisor is an expert brought in to give advice on specific issues or situations, often to government leaders or companies. They don't make laws or decisions themselves but offer guidance to help leaders make informed choices, like consulting a specialist before making a big move.
target bonus financial
"a lump sum payment in an amount equal to (i) one times his current base salary and target bonus"
equity awards financial
"will continue vesting in outstanding Company equity awards in accordance with their terms"
Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.
Understanding 8-K Material Events →
0001090872false00010908722026-03-312026-03-31

 

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 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 31, 2026, Bret DiMarco, Senior Vice President, Chief Legal Officer and Secretary of Agilent Technologies, Inc. (the “Company”), entered into a transition and general release agreement with the Company (the “Transition Agreement”) pursuant to which Mr. DiMarco will resign from such roles upon the earlier to occur of the start date of a new Chief Legal Officer or September 30, 2026. In any event, Mr. DiMarco will continue as a Special Advisor in order to provide transitional assistance through December 1, 2026.

 

While serving as a Special Advisor, Mr. DiMarco will be paid a base salary at the annualized rate of $350,000, will remain eligible to participate in the Company’s group health and welfare plans and will continue vesting in outstanding Company equity awards in accordance with their terms, however, Mr. DiMarco will not be eligible for additional equity grants or for the payment of an annual bonus in respect of the Company’s 2026 fiscal year. Following completion of Mr. DiMarco’s service as Special Advisor and subject to his execution (and the effectiveness) of a supplemental release of claims pursuant to the Transition Agreement, Mr. DiMarco will be paid a lump sum payment in an amount equal to (i) one times his current base salary and target bonus less (ii) the amount of base salary paid in respect of his service as a Special Advisor.

 

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by the full text of the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Transition and General Release Agreement between Bret DiMarco and Agilent Technologies, Inc., dated March 31, 2026

104

 

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 hereunto duly authorized.

 

 

 

Agilent Technologies, Inc.

 

 

 

 

Date:

April 3, 2026

By:

/s/ Padraig McDonnell

 

 

 

Padraig McDonnell
President and Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Agilent (A) disclose in this 8-K filing?

Agilent disclosed that Senior Vice President and Chief Legal Officer Bret DiMarco entered a transition agreement. He will resign from his current roles by September 30, 2026, or earlier when a new Chief Legal Officer starts, then continue as Special Advisor through December 1, 2026.

What is Bret DiMarco’s compensation as Special Advisor at Agilent (A)?

While serving as Special Advisor, Bret DiMarco will receive an annualized base salary of $350,000. He will remain eligible for Agilent’s group health and welfare plans and continue vesting in outstanding equity awards, but will not receive new equity grants or a 2026 annual bonus.

Does Bret DiMarco receive a severance payment from Agilent (A)?

After his Special Advisor role ends, Bret DiMarco is eligible for a lump-sum payment equal to one times his current base salary and target bonus, minus the Special Advisor base salary already paid, provided he signs and does not revoke a supplemental release of claims.

How long will Bret DiMarco remain with Agilent (A) after resigning his officer roles?

Following his resignation as Senior Vice President, Chief Legal Officer and Secretary, Bret DiMarco will continue as a Special Advisor through December 1, 2026. During this period he will provide transitional assistance under the terms outlined in the Transition and General Release Agreement.

Where can investors see the full terms of Agilent’s transition agreement with Bret DiMarco?

The complete Transition and General Release Agreement between Agilent Technologies and Bret DiMarco is filed as Exhibit 10.1. It is incorporated by reference and contains the detailed legal and compensation terms beyond the summarized description in the main disclosure.

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2 documents

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