Skip to main content

AGILENT TECHNOLOGIES INC

For the period ended Mar 14, 2024. Filed Feb 2, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 14, 2024 · Filed Feb 2, 2024

Use the contents to explore the available documents and sections.

A$174.76+1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

PROPOSAL 4 – SIMPLE MAJORITY VOTE

Agilent received a stockholder proposal from John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who beneficially owns fifty (50) shares of Agilent common stock (the “Proponent”). The Proponent has requested that Agilent include the following proposal and supporting statement in this proxy statement. The proposal may be voted on at the annual meeting only if properly presented by the Proponent or the Proponent’s qualified representative at the annual meeting.

This proposal and supporting statement are quoted verbatim below and Agilent is not responsible for their content, including any inaccurate statements that may be contained in them.

For the reasons set forth following the Proponent’s proposal, the Board of Directors makes no recommendation on Proposal 4 – Simple Majority Vote.

Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This includes making the necessary changes in plain English. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management. This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy's. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. This proposal topic also received overwhelming 98%-support each at the 2023 annual meetings of American Airlines (AAL) and The Carlyle Group (CG). This simple majority vote proposal would facilitate the adoption of long overdue improvements in the governance of Agilent Technologies such as annual election of each director which is another proposal on the ballot for this annual shareholder meeting. Please vote yes:Simple Majority Vote - Proposal 4

PROPOSAL 4 — SIMPLE MAJORITY VOTE

Board Recommendation

The Board is interested in understanding the viewpoints of the company’s stockholders and makes no recommendation with respect to the proposal on simple majority vote. The Board will carefully evaluate the voting results, together with additional stockholder input received in the course of the company’s stockholder engagement program, in determining the appropriate course of action.

Stockholders should note that this proposal is advisory in nature only and approval of this proposal would not, by itself, implement a majority voting standard as described in the proposal. To implement majority voting, the Board and stockholders would need to take subsequent action to amend our Certificate of Incorporation and our Bylaws.

The affirmative vote of a majority of shares present at the annual meeting or represented by proxy and entitled to vote is required for approval of the proposal. Abstentions will have the same effect as votes against this proposal. Brokers and other nominees will not be entitled to vote on the proposal in the absence of voting instructions from the beneficial owner, so broker non-votes will not be counted for purposes of determining whether the proposal has been approved. Proxies returned without voting instructions shall be voted “ABSTAIN” with respect to the proposal.

The Board of Directors makes no recommendation on Proposal 4 – Simple Majority Vote.

BENEFICIAL OWNERSHIP

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.