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Get filing alertsKeysight shareholders approve special-meeting rights and board declassification
Filed March 24, 2026 · Period ending March 19, 2026 · ~1 min read
Key Changes
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high
Shareholders approved a proposal granting the right to call special meetings (64.8% for, 35.2% against), a governance change that faced substantial opposition but gives investors more power to convene meetings outside the annual cycle.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Board declassification passed with 99.9% support (141.5M votes for), moving all directors to annual elections rather than staggered three-year terms, a governance structure favored by institutional investors.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay resolution approved with 93.9% support (132.8M for, 8.7M against), reflecting normal acceptance of executive compensation for fiscal 2025.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Three directors elected for three-year terms with 91.5%–99.1% support (Dhanasekaran 140.5M for, Hamada 129.3M for, Stephens 137.0M for), representing 75%–82% of shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
PricewaterhouseCoopers LLP ratified as independent auditor for fiscal 2026 with 98.8% support (153.9M for), a routine approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Keysight's 2026 annual meeting delivered two significant governance changes. Shareholders approved a proposal granting the right to call special meetings, though the 64.8% support level and substantial 35.2% opposition indicate divided views on expanding shareholder power beyond the annual meeting cycle.
The board declassification amendment passed with near-unanimous support (99.9%), moving all directors to annual elections and aligning with institutional investor preferences for accountability. The say-on-pay vote passed with 93.9% support, a healthy result reflecting normal acceptance of executive compensation.
Director elections and auditor ratification were routine, with all three directors receiving over 91% support and PwC ratified at 98.8%. The 91% quorum (156.7M of 171.5M shares outstanding) demonstrates strong shareholder engagement. For retail holders, the special-meeting rights and declassified board represent meaningful governance enhancements that increase shareholder influence over company direction.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Keysight held its 2026 annual meeting with 91% quorum; shareholders approved board declassification and a special-meeting proposal.
Added in current filing · verify on EDGAR →
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. A ... stockholder proposal entitled “Shareholder Ability to Call for a Special Shareholder Meeting” was approved. ForAgainstAbstainedBroker Non-Votes 91,569,45049,853,242316,50914,109,213
A shareholder proposal to grant shareholders the ability to call special meetings passed with 91.6 million votes for (64.8% of votes cast, 53% of shares outstanding). The proposal faced substantial opposition of 49.9 million votes against (35.2%), indicating divided shareholder views on this governance change that will give shareholders more power to convene meetings outside the annual cycle.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Satish C. Dhanasekaran 140,451,8661,135,768151,56714,109,213 Richard P. Hamada 129,344,95812,091,708302,53514,109,213 Kevin Stephens 137,000,6384,360,997377,56614,109,213
Three directors were elected for three-year terms. Satish C. Dhanasekaran received 140.5 million votes for (99.1% of votes cast), Richard P. Hamada received 129.3 million votes for (91.5% of votes cast), and Kevin Stephens received 137.0 million votes for (96.9% of votes cast). All three were elected with strong support representing 82%, 75%, and 80% of shares outstanding respectively.
Added in current filing · verify on EDGAR →
An advisory resolution to approve the compensation of the Company’s named executive officers for fiscal year 2025 was approved. ForAgainstAbstainedBroker Non-Votes 132,780,1428,660,901298,15814,109,213
The advisory say-on-pay resolution passed with 132.8 million votes for (93.9% of votes cast, 77% of shares outstanding). Opposition of 8.7 million votes (6.1%) is within normal ranges for executive compensation votes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify