Keysight Technologies Files DEF 14A for Annual Meeting and Executive Compensation Details

Ticker: KEYS · Form: DEF 14A · Filed: Jan 29, 2024 · CIK: 1601046

Keysight Technologies, INC. DEF 14A Filing Summary
FieldDetail
CompanyKeysight Technologies, INC. (KEYS)
Form TypeDEF 14A
Filed DateJan 29, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$5.46B, $1.06B, $1.49B, $5.91, $8.33
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: DEF 14A, Executive Compensation, Annual Meeting, Keysight Technologies, Proxy Statement

TL;DR

<b>Keysight Technologies filed its DEF 14A, detailing executive compensation and annual meeting information for the fiscal year ending October 31, 2023.</b>

AI Summary

Keysight Technologies, Inc. (KEYS) filed a Proxy Statement (DEF 14A) with the SEC on January 29, 2024. Keysight Technologies, Inc. filed a DEF 14A form on January 29, 2024. The filing pertains to the company's annual meeting and executive compensation. The fiscal year end for Keysight Technologies is October 31. The company's principal executive offices are located at 1400 FountainGrov Parkway, Santa Rosa, CA. The filing includes details on stock awards granted and their fair values for various executive members and fiscal years.

Why It Matters

For investors and stakeholders tracking Keysight Technologies, Inc., this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation packages, which can influence investor sentiment and proxy voting decisions. The DEF 14A filing outlines the company's governance practices and executive remuneration, offering transparency to investors about how the company is managed and how its leaders are incentivized.

Risk Assessment

Risk Level: — Keysight Technologies, Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

Analyst Insight

Review the executive compensation details and proposals for the upcoming annual meeting to inform proxy voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Keysight Technologies, Inc. file this DEF 14A?

Keysight Technologies, Inc. filed this Proxy Statement (DEF 14A) with the SEC on January 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Keysight Technologies, Inc. (KEYS).

Where can I read the original DEF 14A filing from Keysight Technologies, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Keysight Technologies, Inc..

What are the key takeaways from Keysight Technologies, Inc.'s DEF 14A?

Keysight Technologies, Inc. filed this DEF 14A on January 29, 2024. Key takeaways: Keysight Technologies, Inc. filed a DEF 14A form on January 29, 2024.. The filing pertains to the company's annual meeting and executive compensation.. The fiscal year end for Keysight Technologies is October 31..

Is Keysight Technologies, Inc. a risky investment based on this filing?

Based on this DEF 14A, Keysight Technologies, Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial information or significant operational changes.

What should investors do after reading Keysight Technologies, Inc.'s DEF 14A?

Review the executive compensation details and proposals for the upcoming annual meeting to inform proxy voting decisions. The overall sentiment from this filing is neutral.

How does Keysight Technologies, Inc. compare to its industry peers?

Keysight Technologies operates in the industrial instruments sector, providing electronic measurement and related software, systems, and services.

Are there regulatory concerns for Keysight Technologies, Inc.?

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934, mandating public disclosure of information relevant to shareholder voting.

Industry Context

Keysight Technologies operates in the industrial instruments sector, providing electronic measurement and related software, systems, and services.

Regulatory Implications

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934, mandating public disclosure of information relevant to shareholder voting.

What Investors Should Do

  1. Review the proxy statement for details on director nominations and voting matters.
  2. Analyze executive compensation packages, including base salary, bonuses, and stock awards.
  3. Assess any shareholder proposals and the board's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual meetings and executive compensation, not a quarterly or annual financial report.

Filing Stats: 4,225 words · 17 min read · ~14 pages · Grade level 14.5 · Accepted 2024-01-29 16:06:04

Key Financial Figures

Filing Documents

executive compensation

executive compensation Periodic review of Committee charters and Corporate Governance Guidelines Compensation and Human Capital Committee oversight of human capital management matters STOCKHOLDER COMMUNICATION Stockholder communication is essential to our ongoing review of our corporate environmental, social, governance and executive compensation programs and practices. This year, we reached out to stockholders representing over 46% of our outstanding shares and invited them to meet with our General Counsel and Corporate Secretary, our Chief Administrative Officer and Chief of Staff ("CAO"), and our Director of Investor Relations. 2024 Proxy Statement v TABLE OF CONTENTS FISCAL YEAR 2023 FINANCIAL PERFORMANCE We delivered exceptional results despite many headwinds, including geopolitical challenges, inflationary pressures, and continued supply chain disruptions. We continued to advance our software-centric solution strategy. As the rapid pace of technology accelerates, our customers across end markets are seeking deeper engagements earlier in the design cycle and are adopting our software solutions. Our ability to be resilient and nimble in this environment has been critical to long-term value creation for our stockholders, customers, and employees. Despite the challenges we faced, we maintained a sharp focus on our strategy, our strong operational execution, and our operating model. Keysight's deep customer engagements with industry leaders and high value, differentiated solutions continued to drive broad-based demand across key technology megatrends. Our accomplishments included: FISCAL YEAR 2023 LONG-TERM STOCKHOLDER VALUE CREATION RESULTS (1) GROWTH YEAR OVER YEAR Generally Accepted Accounting Principles ("GAAP") Revenue $5.46B 1% YoY Change GAAP Net Income $1.06B -6% YoY Change Non-GAAP Net Income $1.49B 7% YoY Change GAAP Earnings Per Share ("EPS") $5.91 per share -4% YoY Change Non-GAAP EPS $8.33 per share 9% YoY C

Executive Compensation

Executive Compensation

Executive Compensation

Executive Compensation 48 Compensation Discussion and Analysis 50 Compensation and Human Capital Committee Report 70 Summary Compensation Table 71 All Other Compensation 72 Grants of Plan-Based Awards 73 Outstanding Equity Awards at Fiscal Year-End 75 Option Exercises and Stock Vested 79 Pension Benefits 80 Non-Qualified Deferred Compensation 84 Potential Payments Upon Termination or Change in Control 86 Pay Ratio Disclosure 92 Pay Versus Performance Disclosure 93 Proposal 4— Amend and Restate the 2014 Keysight Technologies Inc. Equity and Incentive Compensation Plan — Request for Shares, Dilution and Overhang 98 Material Changes to the 2014 Equity Plan 99 Key Terms of the 2014 Equity Plan at a Glance 100 2014 Equity Plan Grant Practices 101 Summary of the Plan 101 U.S. Federal Income Tax Consequences 106 New Plan Benefits 108 Equity Compensation Plan Information 109 Proposal 5— Amend and Restate the Keysight Technologies Inc. Employee Stock Purchase Plan Rationale for ESPP Amendment 111 Material Changes to the ESPP 111 ESPP Reflects Governance Best Practices 112 Summary of the ESPP 112 U.S. Federal Income Tax Consequences 118 New Plan Benefits 119 Equity Compensation Plan Information 120 Proposal 6— Amend the Amended and Restated Keysight Technologies Inc., Certificate of Incorporation to eliminate the supermajority voting requirement and to amend the bylaws of the Company 121 TABLE OF CONTENTS Proposal 7— Advisory vote on Stockholder proposal: Simple Majority Vote 123 Frequently Asked Questions 125 Other Information 133 Note About Forward Looking Statements 133 Websites Referenced in this Proxy Statement 133 Appendix A A- 1 Appendix B B- 1 Appendix C C-1 TABLE OF CONTENTS PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR NOMINATION CRITERIA: QUALIFICATIONS AND EXPERIENCE The Nominating and Corporate Govern

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