Keysight Technologies Inc

Under the current terms of the ESPP, the ESPP would expire on November 1, 2024. The Board believes that it is in the best interests of the Company and our stockholders to approve the ESPP Amendment, which would remove the term of the ESPP so that we can continue to provide an opportunity for eligible employees of the Company and its designated affiliates and subsidiaries to purchase shares of common stock of the Company and thereby have an additional incentive to contribute to the prosperity of the Company.

In addition, the Board believes that removing the evergreen feature will further align the ESPP with corporate governance best practices. Prior to the ESPP Amendment, the maximum number of shares of common stock authorized for issuance pursuant to the ESPP was 25,000,000 shares, plus an annual increase added on the first day of each fiscal year of the Company beginning in 2015, equal to 1% of the outstanding shares of the Company on such date or a lesser amount determined by the Compensation and Human Capital Committee, provided that the maximum number of shares of common stock authorized for issuance pursuant to the ESPP could not exceed 75,000,000 shares. Since its inception, no shares were added to the ESPP pursuant to the evergreen feature and as of December 31, 2023, 18,074,406 shares of common stock remain available for future purchase rights under the ESPP. If stockholders approve the ESPP Amendment, the number of shares authorized for issuance under the ESPP will not increase.

The ESPP Amendment includes a number of other clarifying and administrative changes as described in the section entitled “Material Changes to the ESPP” below.

If the requisite stockholder approval of the ESPP Amendment is not obtained, the ESPP Amendment will not take effect and the ESPP will expire on November 1, 2024.