Date of Report (Date of earliest event reported): February 16, 2022
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2022, the Board of Directors (the “Board”) of Keysight Technologies, Inc. (the “Company”) increased the size of the Board from 9 (nine) to 10 (ten) directors, and, following the recommendation of the Nominating and Corporate Governance Committee, appointed Kevin Stephens as a director of the Board, effective March 1, 2022. Mr. Stephens will serve as a Class III director with a term expiring at the 2023 Annual Meeting of the Stockholders. At the time of this filing, the Company has not made any determinations regarding any Board committee assignments for Mr. Stephens. The Board has determined that Mr. Stephens meets the independence standards adopted by the Board in compliance with the New York Stock Exchange rules and Item 407(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).
From 2015 to 2019, Mr. Stephens served as the Executive Vice President and President of the Business Services Division of Altice, a broadband communications and video services provider. Prior to that, he served as President of Commercial and Advertising Operations at Suddenlink Communications, an internet and cable provider and Altice subsidiary. Earlier in his career, Mr. Stephens held senior sales and marketing leadership positions with Cox Communications, a cable provider, Choice One Communications, a voice and data services provider now part of EarthLink, and Xerox Communications.
Mr. Stephens earned a bachelor’s degree in business administration from the University of Michigan and an MBA from the University of Southern California. He currently serves as a director on the boards of Consumer Cellular and Crown Castle. Mr. Stephens self-identifies as a Black male.
Mr. Stephens will receive the standard compensation for his service as a non-employee director in accordance with the Company’s director compensation program. In connection with this appointment, the Company and Mr. Stephens will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Stephens and any other person pursuant to which Mr. Stephens was elected as a director. There are no transactions in which Mr. Stephens has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act.
The Company issued a press release on February 22, 2022 announcing the appointment of Mr. Stevens to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
