8-K2015AnnualMeetingResultsv2


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, 2015
 
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-15405
77-0518772
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
5301 Stevens Creek Boulevard, Santa Clara, CA
95051
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (408) 345-8886
 
 
(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))





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

The Annual Meeting of Stockholders of Agilent Technologies, Inc. (the “Company”) was held on March 18, 2015 (the “Annual Meeting”).  A total of 285,386,007 shares of Common Stock, representing approximately 85% of the shares outstanding, were represented at the Annual Meeting. The voting results for each item of business properly 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 three (3) 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
 
Robert J. Herbold
 
249,458,182

 
 
2,944,343

 
 
683,027

 
 
32,300,454

 
 
Koh Boon Hwee
 
217,669,985

 
 
34,750,525

 
 
665,042

 
 
32,300,454

 
 
Michael R. McMullen
 
250,687,150

 
 
1,772,296

 
 
626,106

 
 
32,300,454

 
 

Directors Paul N. Clark, James G. Cullen, Heidi Fields, A. Barry Rand, George A. Scangos, Ph.D and Tadataka Yamada, M.D. continued in office following the Annual Meeting. William P. Sullivan’s term expired at the Annual Meeting and he did not stand for re-election as he had notified the Company that he would retire as Chief Executive Officer and as a member of the board of directors effective March 18, 2015.

Proposal No. 2 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 2015 fiscal year was approved as set forth below.

For
 
Against
 
Abstain
 
281,955,104

 
 
2,604,732

 
 
826,142

 
 

Proposal No. 3 The proposal to re-approve and amend the Performance-Based Compensation Plan for Covered Employees was approved as set forth below.

For
 
Against
 
Abstain
 
Broker Non-Vote
 
247,912,297

 
 
4,443,753

 
 
729,474

 
 
32,300,454

 
 

Proposal No. 4 The proposal to approve amendments to the Company’s Amended and Restated Certificate of Incorporation and Bylaws to declassify the board was not approved as set forth below.

For
 
Against
 
Abstain
 
Broker Non-Vote
 
251,890,052

 
 
416,611

 
 
778,595

 
 
32,300,454

 
 



2



Proposal No. 5 The non-binding advisory vote to approve the fiscal year 2014 compensation of the Company’s named executive officers was approved as set forth below.

For
 
Against
 
Abstain
 
Broker Non-Vote
 
150,699,018

 
 
101,553,150

 
 
833,384

 
 
32,300,454

 
 





3





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.

 
 
 
 
 
AGILENT TECHNOLOGIES, INC.
 
 
 
 
 
By:
/s/ Michael Tang
 
Name:
Michael Tang
 
Title:
Vice President, Assistant General Counsel and
 
 
Assistant Secretary
 
 
 
 
Date: March 18, 2015
 



4