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AGM 2022

Mar 16, 2022

Operator

Hello, and welcome to the annual meeting of shareholders of Agilent Technologies, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Michael Tang, Senior Vice President, General Counsel, and Secretary of Agilent Technologies, Inc. Mr. Tang, the floor is yours.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

Thank you. Good morning, everyone, and Welcome to Agilent 2022 annual meeting of stockholders. I'm glad you could join us today. My name is Michael Tang, and I will be the chairperson of today's meeting. Let's get started by calling Agilent annual stockholders meeting to order. We're conducting the meeting in accordance with the company's bylaws. We have four business items on the agenda. They are: one, [to elect the directors to three-year terms; two, to provide an advisory vote on the compensation of Agilent Technologies' named executive officers for fiscal year 2021]; three, to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2022 fiscal year; and four, to vote on a stockholder proposal regarding the right to call a special meeting. Before we start the agenda, I'd like to review the rules of the meeting.

One, I will address questions relating specifically to matters being voted on at the meeting after the proposals have been introduced. Two, if you'd like to ask a question, please submit your question in the field provided in the web form. Three, to allow us to answer questions from as many stockholders as possible, we will limit each stockholder to one question. Four, as a reminder, we ask that you not use any recording equipment. Thank you. Okay, let's get started. Agilent Board of Directors has appointed Lisa Brenten, a computer chair, to serve as our Inspector of Election for this year's meeting. Lisa has taken and signed notes as Inspector of Election. This document will be filed within minutes of today's meeting.

The computer chair has certified that starting on February 3, 2022, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 18, 2022. Copies of these proxy materials and related certificates will be attached to the meeting minutes of today's meeting. As the Secretary of the company, I have in my possession a certified list of stockholders of record as of January 18, 2022. January 18, 2022, is the correct 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 18, 2022, there were 300,366,110 shares of common stock outstanding, each entitled to one vote. Lisa, would you please report on the shares represented at the meeting?

Lisa Brenten
Inspector of Election, Agilent Technologies

My examination of the proxies on file shows that there are present, by proxy, 266,559,694 shares of common stock, all of which are represented by Mr. Tang. The shares present, by proxy, represent approximately 89% of the shares of common stock outstanding and entitled to vote.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

Thank you, Lisa. 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's not previously submitted a proxy but who wishes to vote at today's meeting to please vote online at this time. It is 8:04 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 Lisa to report on the preliminary voting results. The first item is the election of directors.

This year, you have been asked to vote on the re-election of three incumbent directors to serve for a three-year term expiring at the annual meeting in 2025: Hans E. Bishop, Otis W. Brawley, M.D., and Mikael Dolsten, M.D., Ph.D

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 executive officers. 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 2022 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 a stockholder proposal submitted by Myra K. Young, requesting that the board of directors provide shareholders with an aggregate of a 10% position, the power to call a special stockholder meeting. Mr. James McRitchie is here today representing Ms. Young. Mr.

McRitchie will have five minutes to present the stockholder proposal, and I will give a one-minute warning before your time is up. At this time, operators, please open and unmute the participant line for Mr. McRitchie. Would you please move the proposal forward for discussion? Operators, is Mr. McRitchie present?

Operator

Mr. McRitchie's line is not present.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

Okay. As Mr. McRitchie is not present at the meeting, this proposal is not properly presented at the stockholder meeting. We'll continue to move on. Thank you very much. Moving on, now I will address questions concerning these proposals. If you have a question about the proposals being voted on, please submit it in the web portal at this time. Moderator, are there any questions from the stockholders in attendance?

Moderator

No, there are no questions.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

Thank you. Moving on, I'll make a final call for voting. It is now 8:07 A.M. The polls are now closed. Now I'll ask Lisa to report on the results of the proposal to elect three directors to three-year terms.

Lisa Brenten
Inspector of Election, Agilent Technologies

The election of directors, each nominee received at least 219,288,173 shares voted in favor of such a nominee. This is 89% of the shares present at the meeting entitled to vote on this proposal.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

Thank you, Lisa. 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 three nominees have each been elected to serve a three-year term. Now I'll ask Lisa to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.

Lisa Brenten
Inspector of Election, Agilent Technologies

There were 216,620,347 shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2021 as described in the company's proxy statement. This is 88% of the shares present at the meeting and entitled to vote on this proposal.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

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 2021 has been approved. Now I'll ask Lisa 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 2022 fiscal year.

Lisa Brenten
Inspector of Election, Agilent Technologies

There were 248,110,114 shares voted in favor of the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm. This is 93% of the shares present at the meeting entitled to vote on this proposal.

Michael Tang
SVP, General Counsel, and Secretary, Agilent Technologies

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 fiscal year 2022 has been ratified. As previously mentioned, the stockholder proposal was not properly presented at today's annual meeting, so we will not report the vote. In the next few days, Agilent will publicly report the final official results of today's vote. If you're interested, you can review these results through our public SEC filings, which can be found through the investor relations page on the Agilent website. That concludes the business of today's stockholder meeting. I declare that today's meeting is certified.

Operator

This concludes the meeting. You may now disconnect.

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