Keysight Technologies (KEYS) holders back board declassification and special meeting rights

Rhea-AI Filing Summary

Keysight Technologies reported the results of its Annual Meeting of Stockholders held on March 19, 2026. Of 171,517,760 shares of common stock entitled to vote as of January 20, 2026, 155,848,414 shares, or approximately 91%, were represented, establishing a quorum.

Stockholders elected Satish C. Dhanasekaran, Richard P. Hamada, and Kevin Stephens to three-year board terms. They ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 and approved the advisory vote on 2025 executive compensation.

Stockholders also approved a management proposal to amend the Amended and Restated Certificate of Incorporation to declassify the Board of Directors and a stockholder proposal titled “Shareholder Ability to Call for a Special Shareholder Meeting,” signaling support for enhanced shareholder rights in Keysight’s governance structure.

Insights

Corporate governance analyst

Keysight shareholders backed all proposals, including governance changes.

Stockholders approved all five matters, combining routine items with notable governance shifts. Director nominees were elected and the auditor ratified, while executive pay received advisory approval, indicating general support for current leadership and compensation practices at Keysight Technologies.

More structurally important, investors backed declassification of the Board of Directors via an amendment to the Amended and Restated Certificate of Incorporation. They also approved a stockholder proposal expanding the ability to call special shareholder meetings, strengthening shareholder influence over corporate decisions.

Together, these outcomes describe a company maintaining continuity in its board and auditor relationships while moving toward a more shareholder-responsive governance framework. Future company disclosures will likely outline how and when the declassification and special meeting rights are fully implemented within Keysight’s corporate documents.

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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 19, 2026

KEYSIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36334

46-4254555

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1400 Fountaingrove Parkway									95403
Santa Rosa			CA
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code (800) 829-4444

(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			Name on each exchange on which registered
Common Stock, par value $0.01 per share			KEYS			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 5.07 Submission of Matters to a Vote of Security Holders.

On March 19, 2026, Keysight Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of January 20, 2026, the Company’s record date for the Annual Meeting, there were a total of 171,517,760 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 155,848,414 shares of Common Stock or approximately 91% were represented in person or by proxy and, therefore, a quorum was present.

At the Annual Meeting, the Company’s stockholders voted on the following five proposals and cast their votes as described below.

1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company for a term of three years:

												Broker
			For			Against			Abstained			Non-Votes
Satish C. Dhanasekaran			140,451,866			1,135,768			151,567			14,109,213
Richard P. Hamada			129,344,958			12,091,708			302,535			14,109,213
Kevin Stephens			137,000,638			4,360,997			377,566			14,109,213

2.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was approved.

For			Against			Abstained			Broker Non-Votes
153,912,612			1,754,367			181,435			0

3.An advisory resolution to approve the compensation of the Company’s named executive officers for fiscal year 2025 was approved.

For			Against			Abstained			Broker Non-Votes
132,780,142			8,660,901			298,158			14,109,213

4.A management proposed to amend the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors was approved.

For			Against			Abstained			Broker Non-Votes
141,492,880			116,481			129,840			14,109,213

5.A stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting” was approved.

For			Against			Abstained			Broker Non-Votes
91,569,450			49,853,242			316,509			14,109,213

2

SIGNATURE

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.

			KEYSIGHT TECHNOLOGIES, INC.
			By:			/s/ Jeffrey K. Li
			Name:			Jeffrey K. Li
			Title:			SVP, General Counsel and Secretary
Date: March 24, 2026

3

FAQ

What did Keysight Technologies (KEYS) stockholders vote on at the March 2026 annual meeting?

Stockholders voted on five items: electing three directors, ratifying PricewaterhouseCoopers LLP as 2026 auditor, approving 2025 executive compensation, declassifying the board, and a shareholder proposal on the ability to call a special shareholder meeting, with all proposals receiving the necessary support to pass.

Were all director nominees elected at the Keysight Technologies (KEYS) 2026 annual meeting?

Yes, all three director nominees—Satish C. Dhanasekaran, Richard P. Hamada, and Kevin Stephens—were elected to serve three-year terms. Each received more votes "For" than "Against," with additional abstentions and broker non-votes recorded, confirming continued shareholder backing for the current board composition.

Did Keysight Technologies (KEYS) stockholders approve the 2025 executive compensation package?

Yes, stockholders approved the advisory resolution on 2025 named executive officer compensation. Votes were 132,780,142 "For," 8,660,901 "Against," and 298,158 "Abstained," with 14,109,213 broker non-votes, indicating broad though not unanimous support for the company’s executive pay practices that year.

What change to the board structure did Keysight Technologies (KEYS) investors approve?

Investors approved a management proposal to amend the Amended and Restated Certificate of Incorporation to declassify the Board of Directors. The vote was 141,492,880 "For," 116,481 "Against," and 129,840 "Abstained," plus 14,109,213 broker non-votes, moving Keysight toward annually elected directors.

Was the auditor for Keysight Technologies (KEYS) confirmed for fiscal year 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Keysight’s independent registered public accounting firm for fiscal 2026. The vote totaled 153,912,612 "For," 1,754,367 "Against," and 181,435 "Abstained," with no broker non-votes, reaffirming the company’s longstanding audit relationship.

Did Keysight Technologies (KEYS) stockholders approve the special meeting rights proposal?

Yes, stockholders approved the "Shareholder Ability to Call for a Special Shareholder Meeting" proposal. The tally was 91,569,450 "For," 49,853,242 "Against," and 316,509 "Abstained," plus 14,109,213 broker non-votes, enhancing shareholder power to initiate special meetings under Keysight’s governance framework.

How many Keysight Technologies (KEYS) shares were represented at the 2026 annual meeting?

Out of 171,517,760 common shares outstanding and entitled to vote as of January 20, 2026, a total of 155,848,414 shares were represented in person or by proxy on March 19, 2026, meaning approximately 91% of eligible shares participated, providing a strong quorum for all decisions.

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