DEF 14A: Keysight Technologies Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Keysight Technologies will hold its 2025 Annual Meeting of Stockholders virtually on March 20, 2025, to vote on director elections, auditor ratification, executive compensation, and a stockholder proposal.

Summary

• Keysight Technologies has announced its 2025 Annual Meeting of Stockholders, scheduled for March 20, 2025, at 8:00 a.m. Pacific Time, to be held virtually.
• Stockholders of record as of January 22, 2025, are eligible to vote at the meeting.
• The meeting will address the election of four directors to a 3-year term, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, an advisory vote on executive compensation, and a stockholder proposal to elect each director annually.
• The Board recommends voting FOR the director nominees, FOR the ratification of PwC, FOR the executive compensation proposal, and offers no recommendation on the stockholder proposal.
• Keysight's Fiscal Year 2024 saw GAAP Revenue of $4.98B (-9% YoY) and GAAP Net Income of $614M (-42% YoY).
• Non-GAAP Net Income was $1.10B (-26% YoY) and Non-GAAP EPS was $6.27 per share (-25% YoY).
• The company's long-term total shareholder return (TSR) was measured using the closing stock price on October 31, 2024, compared to prices on October 31, 2019, and October 29, 2021, for 5-year and 3-year TSR, respectively.
• Keysight is committed to ethical governance, environmental sustainability, and social responsibility, with a goal to achieve net-zero emissions in company operations by 2040.
• The company's Corporate Social Responsibility (CSR) efforts include strengthening communities, engaging students in STEM education, and promoting diversity and inclusion.
• The Board has set key impact goals for Fiscal Year 2024, including committing value to strengthening communities ($250M goal, $295M+ achieved) and engaging students in STEM education (2M+ goal, 4.4M+ achieved).

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While it highlights positive governance practices and CSR initiatives, it also acknowledges a decline in financial performance and some missed goals. The overall tone is professional and forward-looking, but the financial results temper the optimism.

Positives

• Keysight is committed to ethical governance, environmental sustainability, and social responsibility.
• The company has a strong focus on diversity, equity, and inclusion (DEI) initiatives.
• Keysight exceeded its Fiscal Year 2024 goals for community investment and STEM education engagement.
• The company maintains a robust stock ownership guideline for executive officers and directors.
• Keysight has a clawback policy that applies to both cash incentives and equity awards.

Negatives

• Keysight's Fiscal Year 2024 saw a decrease in GAAP Revenue (-9% YoY) and GAAP Net Income (-42% YoY).
• Non-GAAP Net Income and EPS also decreased year-over-year.
• The company did not meet its Fiscal Year 2024 goal for global new hires being women (32.8% actual vs. 34.4% target).

Risks

• Climate change is recognized as an economic, environmental, and social crisis that could impact Keysight's business.
• Cybersecurity threats and incidents pose a risk to the company's information and systems.
• The company faces risks related to compliance with environmental laws and regulations.
• There are risks associated with supply chain disruptions and responsible sourcing of materials.

Future Outlook

The company aims to continue advancing its software-centric solution strategy and harness opportunities presented by technology investments across diverse markets.

Management Comments

• Satish C. Dhanasekaran, President and CEO, expressed gratitude for stockholders' continued support.
• Management emphasizes a sharp focus on strategy, operational execution, and the operating model.

Industry Context

Keysight operates in the computing, communications, and electronics market, providing design and test solutions to help customers accelerate innovation.

Comparison to Industry Standards

• The peer group for executive compensation benchmarking includes companies like Agilent Technologies, F5 Networks, Juniper Networks, and others from the Russell 3000 Information Technology Sector.
• The company benchmarks its non-employee director compensation against its peers, with Meridian Compensation Partners LLC finding it generally aligned.
• Keysight's cybersecurity ratings from Bitsight and Security Scorecard place it in the Advanced category and maintain an A rating, respectively, indicating strong security posture compared to industry standards.

Management Changes

Related Party Transactions

• BlackRock, Inc. holds 10.3% of Keysight's total outstanding equity, and Keysight purchased $160,576 of products and/or services from BlackRock subsidiaries during Fiscal Year 2023.
• The son of Mark A. Wallace, an executive officer of Keysight, is employed by Keysight as an account manager and received total compensation of $169,561 for Fiscal Year 2024.

Stakeholder Impact

• Stockholders are encouraged to participate in the 2025 Annual Meeting and vote on key proposals.
• Employees are recognized as a driving force in carrying out the company's CSR vision.
• Customers are expected to adhere to environmental and social responsibility principles aligned with those of Keysight.
• Suppliers are required to adhere to environmental and social responsibility principles aligned with those valued in the company.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board will evaluate the voting results and stockholder input to determine the appropriate course of action.
• The company will continue its efforts to attract women and URM Board candidates in future director searches.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, corporate governance, sustainability, financial performance, stockholders, Keysight Technologies