Good morning, everyone, and welcome to Agilent Technologies' 2025 annual stockholders' meeting. We're glad you could join us today. My name is Diana Chu, and I'm the Vice President, Assistant General Counsel, and Assistant Secretary of the company, and I will be the chairperson of today's meeting. Today's meeting is being webcast live and recorded. The recording will be available on Agilent Technologies' website following the meeting. Your continued attendance at this meeting shall be deemed to be your consent to being recorded. Let's get started by calling Agilent Technologies' stockholders' meeting to order. We are conducting the meeting in accordance with the company's bylaws. We have five business items on the agenda.
They are to elect two directors to three-year terms, to provide an advisory vote on the compensation of Agilent Technologies' named executive officers for fiscal year 2024, to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2025 fiscal year, to approve an amendment to Article 10 of Agilent Technologies' second amended and restated certificate of incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the certificate, and to vote on a stockholder proposal to elect each director annually if properly presented. Before we start on the agenda, I'd like to review the rules of the meeting. I will address questions relating specifically to matters being voted on at the meeting after the proposal has been introduced.
If you'd like to speak during the meeting, please go to the microphone at the front of the room. I will recognize each speaker, and please wait until you are recognized before you start to speak. To allow us to answer questions from as many stockholders as possible, we will limit each stockholder to one question. As a reminder, we ask that you turn off your cell phones and that you do not use cameras, video, or audio clips. Thank you. Okay, let's get started. Agilent Technologies' board of directors has appointed Akinola Marineo of Computershare to serve as our inspector of elections at this year's meeting. Akinola has taken and signed an oath as inspector of elections. This document will be filed with the minutes of today's meeting.
ComputerShare has certified that starting on January 31, 2025, the proxy materials or notice of the availability of the proxy materials were mailed to all stockholders of record as of January 23, 2025. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. As the Assistant Secretary of the company, I have in my possession a certified list of stockholders of record as of January 23, 2025. January 23, 2025 is the record date set by the board for the determination of eligibility to vote at today's meeting. The inspector of election has informed me that as of January 23, 2025, there were 285,289,591 shares of common stock outstanding, each entitled to one vote. Akinola, would you please report on the shares represented at the meeting?
Examination of the proxy firms file. By proxy, $1,789,000. All of which were sent by a benchmarker. I dispose of my proxy records in approximately 21 pages.
Thank you, Akinola. Please prepare and file a written report on the final count of shares in attendance at the meeting. Since we have a majority of the outstanding shares represented at the meeting, I declare that there is a quorum present and that we may proceed with the business of the meeting. We would ask any stockholder who has not previously submitted a proxy and who wishes to vote at today's meeting to obtain and submit a ballot. It is 8:03 A.M. and the polls are now open for voting. Now I will review and address questions on each of the items that stockholders have been asked to vote on. I'll ask Akinola to report on the preliminary voting results. The first item is the election of directors.
This year we have been asked to vote on the reelection of two incumbent directors to serve for a three-year term expiring at the annual meeting in 2028, Dr. Oda Fraley and Dr. Michael Dolson. The biographical information on the nominees and their qualifications to serve as directors are contained in our proxy materials. As set forth in the proxy statement, the board recommends that you vote your shares for each of the nominees for the board. The second item of business is an advisory vote of the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2024. Their compensation is described in the proxy materials. This advisory vote is non-binding on the company. However, the board of directors values your opinions and will consider the outcome of the vote in establishing the company's philosophy and making future compensation decisions for the company's executive officers.
As set forth in the proxy statement, the board recommends that you vote your shares for the approval of the compensation of Agilent's named executives. The third item of business is to ratify the audit and finance committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the 2025 fiscal year. As set forth in the proxy statement, the board recommends that you vote your shares for the ratification of the audit and finance committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm. The fourth item of business is to approve an amendment to Article 10 of Agilent Technologies' second amended and restated certificate of incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the certificate.
As the fourth is in the proxy statement, the board recommends that you vote your shares for the approval of this removal of supermajority voting requirement. The fifth item of business is to vote on a shareholder proposal regarding the election of each director annually submitted by Mr. John Schmidt. As set forth in the proxy statement, the board has no recommendation with respect to this shareholder proposal. Ms. Monica Lina Sasa is here today to present this proposal. Ms. Sasa will have five minutes to present the shareholder proposal, and I will give a one-minute warning before your time starts. Ms. Sasa, could you please go to the podium and present the proposal?
Good morning. Proposal five, elect each director annually. Resolved, shareholders ask that Agilent Technologies take all the steps necessary to reorganize the board of directors in order that each director stands for election at each annual meeting. Although our management can adopt this proposal topic in one year and in one year implementation, it is in the best practice. This proposal allows the option to phase it in. Classified boards like Agilent Technologies' board have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Arthur Levitt, former Chairman of the Securities and Exchange Commission, said, "In my view, it's best for the investor if the entire board is elected once a year.
Without annual election of each director, shareholders have less control over who represents them." A total of 79 S&P 500 and Fortune 500 companies worth more than $1 trillion have adopted this important proposal topic since 2012. Annual election of each director can make directors more accountable and thereby contribute to improved performance and increase company value at no extra cost to the shareholders. Annual election of each director gives shareholders more leverage if the board of directors performs poorly. For instance, if the board of directors approves excessive executive pay, shareholders can soon vote against the board executive committee member instead of waiting three long years under the current setup. Thank you.
Thank you, Ms. Sasa. Now I will address questions concerning these proposals. If you have a question about the proposals being voted on, please go to the microphone at the front of the room. Moving on, I'll make a final call for voting. It is now 8:08 A.M. and the polls are now closed. Now I'll ask Akinola Marineo to report on the results of the proposal to elect two directors to three-year terms.
Election of directors from the recently presented nominations: 78,280,270.
Thank you, Akinola. Based on these preliminary results, since each nominee has received at least a majority of the shares voted at the meeting, I declare that the nominees have each been elected to serve a three-year term. Now I'll ask Akinola to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.
There were 206,742,043 shares voted in favor of the approval of Agilent's executive officers for the fiscal year 2024, as described in the company's proxy statement. This is 72.47% of the shares present at the meeting and held to vote on this.
Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, I declare that the compensation of Agilent's named executive officers for fiscal year 2024 has been approved. Now I'll ask Akinola to report on the results of the vote to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm for the 2025 fiscal year.
There were 627,497,834. Voted in favor: 57.7 million. Completely independent: This is 29.74% of the shares present.
Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, I declare that the Audit and Finance Committee's appointment of PricewaterhouseCoopers to serve as the company's independent registered public accounting firm for the fiscal year 2025 has been ratified. Now I'll ask Akinola to report on the results of the vote to approve an amendment to Article 10 of Agilent Technologies' second amended and restated certificate of incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions.
There were 237,230,000, 234,290. Voted in favor: amendment. Agilent's second amended is the limited majority vote requirement amendment or repeal certain provisions. 80 plus eight votes.
Based on these preliminary results, since the proposal received at least 80% of the shares entitled to vote on this proposal, I declare that the amendment to Article 10 of Agilent's second amended and restated certificate of incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the certificate has been approved. Now I'll ask Akinola Marineo to report on the results of the vote on the shareholder proposal regarding the election of each director annually submitted by Mr. John Schmidt.
There were 224,079,227 shares voted in favor of this proposal during the election of each director annually. There were only 8.54% of the shares present at the meeting held to vote on this.
Based on these preliminary results, since the proposal received at least a majority of the shares present at the meeting, the shareholder proposal on the election of each director annually has been approved. In the next few days, Agilent Technologies will publicly report the final official results of today's vote. If you are interested, you can review these results through our public SEC filings, which can be found through the investor relations page on the Agilent Technologies website. This concludes the business of today's stockholder meeting. I declare that today's meeting is hereby adjourned.