Hello, and welcome to the Keysight Technologies, Inc. 2026 annual meeting of stockholders. Please note that today's meeting is being recorded. During the meeting, we'll have two questions and answer sessions. The first will be during the official meeting, and the second will be following Satish Dhanasekaran's presentation of Keysight's business and opportunities. You can submit questions or comments at the time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Jeffrey Li, Senior Vice President, General Counsel, and Secretary of Keysight. Jeff, the floor is yours.
Good morning, everyone, and welcome to Keysight's 2026 annual meeting of stockholders. We're glad you can join us today. This meeting will be conducted in a virtual-only meeting format. My name is Jeffrey Li, and I'm Senior Vice President, General Counsel, and Secretary of Keysight, and I will chair today's meeting. With me today is Ron Nersesian, the Chair of our board, and Satish Dhanasekaran, our President and Chief Executive Officer. There are two parts to today's meeting. First, I will cover the official annual meeting, and then Satish will offer his thoughts on Keysight's business and opportunities. Today's meeting is being recorded and will be posted to our investor relations website after the meeting. You may submit questions by using the Q&A tab on the annual meeting website screen. Liz Morali, our head of investor relations, will monitor the questions for us.
We will address questions at two points. While the polls are open for voting on the proposals during the official meeting, we will review questions and answer those relevant to the proposals up for consideration. Then, after Satish's presentation, we will take general questions related to Keysight business. We will make every effort to respond to all relevant questions. However, if multiple questions are submitted on the same topic, we will summarize the questions and respond collectively. With that, I'll now call Keysight's annual stockholders meeting to order. We are conducting the meeting in accordance with the company's bylaws. The agenda and rules for today's meeting are posted on the virtual annual meeting website under the Documents tab. Please review them.
In order to conduct an orderly meeting and give all eligible stockholders and proxy holders an opportunity to participate, we ask that you adhere to these rules throughout the meeting. We have five business items on the agenda today, which were covered in depth in our proxy materials. First, I would like to introduce the Keysight board directors who are joining us by phone today. Our Chairman, Ron Nersesian, James Cullen, Charles Dockendorff, Michelle J. Holthaus, Keith Jensen, Jean M. Nye, and Joanne B. Olsen. Keysight's board of directors has appointed Rene Del Real of Computershare Trust Company, N.A. to serve as our inspector of election for this year's meeting. Rene has taken and signed an oath as inspector of election, which will be filed with the minutes of today's meeting.
Computershare has certified that the notice of the meeting and availability of proxy materials was timely provided to all stockholders of record as of January 20, 2026. Copies of these materials and related certificates will also be attached to the minutes of today's meeting. I have in my possession a list of stockholders of record as of January 20, 2026. The list of stockholders has been available for examination at Keysight's headquarters in Santa Rosa, California, for the past 10 days and is available for inspection during this meeting on the annual meeting website under the Documents tab.
The inspector of election has informed me that as of January 20, 2026, the record date set by the board for the determination of the eligibility to vote at today's meeting, there were 171,517,760 shares of common stock outstanding, each entitled to one vote. Rene, would you please report next on the shares represented at the meeting?
My examination of the proxies on file shows that there are present by proxy 155,848,414 shares of common stock, all of which are represented by Mr. Nersesian and Mr. Li. The shares present by proxy represent approximately 91% of the shares of common stock outstanding and entitled to vote.
Thank you, Rene. Please prepare and file a written report on the final count of shares in attendance at the meeting. I will file the report in the records of the company. 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 ask any stockholder who has not previously submitted a proxy and who wishes to vote at today's meeting to submit your vote online at this time. Polls are now open for voting. We have five proposals that stockholders have been asked to vote on. The first item is the election of directors. You've been asked to vote on the election of Satish Dhanasekaran, Richard Hamada, and Kevin Stephens.
The second 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 2026 fiscal year. At this time, I'd like to introduce Steve McCann from PricewaterhouseCoopers, who is responsible for the Keysight account. Steve is available if you have questions. Please use the Q&A tab at the top right-hand side of your screen to submit your questions for Steve. Liz, do we have any questions for Steve?
No, we have no questions for Steve.
Thank you, Liz. The third item of business is an advisory vote to approve the compensation for Keysight's named executive officers for fiscal year 2025. The fourth item of business is to approve an amendment to the amended and restated Keysight Technologies, Inc. Certificate of Incorporation to declassify the board of directors. The fifth item of business is to consider and vote upon a stockholder proposal on the ability of shareholders to call for a special shareholder meeting. The stockholder proposal, its supporting statement, and the board's statement in opposition to this proposal are set forth in the company's proxy statement, and I will now read the proposal.
Shareholders ask our board of directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting." The proposal has been submitted by John Chevedden. As chair of the meeting, I recognize Mr. Chevedden for a period of 3 minutes, and I'd ask you to respect that time, please. Operator, please unmute Mr. Chevedden's line.
John Chevedden, proposal 5. Shareholders' ability to call for a special shareholder meeting. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no discriminatory rule to require ownership of shares for a specific period of time in order for shareholders to participate in calling for a special shareholder meeting. To guard against the Keysight board of directors becoming complacent, shareholders need the ability to call a special shareholder meeting to help the board adopt new strategies when the need arises. This proposal topic received between 51% and 72% support at Jabil, Warner Bros. Discovery, Vertex Pharmaceuticals, and Dexcom.
Keysight Technologies is one of relatively few backwards companies that have absolutely no right for shareholders to call for a special shareholder meeting. The Keysight statement next to this shareholder proposal is ridiculous. It says, in effect, that since Keysight does not agree with the 10% figure in proposal five, Keysight is opposed to its shareholders having any right whatsoever to call for a special shareholder meeting. Keysight is a Delaware company, and shareholders in a Delaware company can have the right to call for a special shareholder meeting and the right to act by written consent. Keysight shareholders have neither right, which is all the more incentive for Keysight shareholders to have at least one of these rights, which is what this proposal is about. Keysight concern about 10% of shares is unfounded. Keysight says other companies have a 15% or higher figure.
15% is too high. More than 100 companies have initially opposed a shareholder right to call for a special shareholder meeting, not one of these companies have ever claimed that a special shareholder meeting ever took place at a company that requires 15% or more shares to call for a special shareholder meeting. Of course, companies want a 15% or higher figure because they know that at a 15% or higher figure, a special meeting will never take place. Please vote yes to adopt a shareholder right to call for a special shareholder meeting, proposal five.
Thank you, Mr. Chevedden. The board has recommended a vote against this proposal for the reasons set forth in the company's proxy statement. Okay, having outlined the five proposals, we will now take questions from any stockholder who has a question concerning these proposals. As a reminder, there will be time after Satish's presentation to ask questions about the business of the company. Again, if you have any questions about the proposals being voted on, please click the Q&A tab and type your question into the window. Liz, do we have any questions?
Jeffrey, we have no questions relevant to the proposals up for vote at the meeting.
Thank you, Liz. I'll make a final call for proxies and ask Rene to report the preliminary results of the vote. If you have not already voted, please submit your vote now through the annual meeting website in order for it to be counted. Votes cannot be counted after the polls have closed. The polls are now closed. Rene, may I have the preliminary results of the votes?
For the election of directors, 129,344,958 shares, or approximately 91% of the shares present voted for the company's slate of directors. 153,912,612 shares or approximately 99% of the shares present at the meeting 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 for fiscal year 2026. 132,780,142 shares or approximately 94% of the shares present at the meeting voted in favor of the approval of the compensation of Keysight's named executive officers for the fiscal year 2025 as described in the company's proxy statement.
141,492,880 shares, or approximately 99% of the shares present, voted in favor of the amendment to the amended and restated certificate of incorporation of Keysight Technologies, Inc. to declassify the board of directors. 91,569,450 shares, or approximately 65% of the shares present at the meeting, voted in favor of the stockholder proposal relating to shareholder ability to call for a special shareholder meeting.
Thank you, Rene. Based on these preliminary results, I declare that each of the three nominees for director have been elected to serve a new three-year term. Additionally, proposals two, three, and four have passed. As an advisory proposal, the board will consider the outcome of the vote on proposal five, which also passed. In the next few days, Keysight will publicly report the final official results of today's votes. If you are interested, you can review these results through our SEC filings, which are also available on the investor relations page of the Keysight website. That concludes the official business of today's stockholder meeting. I declare that the formal part of today's meeting is hereby adjourned. I hope you will stay with us for Satish's discussion of Keysight's business and opportunities. As a reminder, we will leave time at the end to answer your questions.
Now I turn it over to Satish.
Thank you, Jeff, and thank you all for joining Keysight's annual stockholder meeting. Fiscal 2025 was a year of building momentum. Keysight expanded our portfolio, sharpened our execution, and deepened our customer relationship with many industry leaders, positioning the company to capitalize on the multiple ways of technology transitions occurring across our end markets. For the full year, we returned the business to growth with revenue of $5.4 billion, up 8% year-over-year. Disciplined execution led to operating margin of 26%, delivering record free cash flow of $1.3 billion. The company demonstrated operational resilience by navigating the ongoing geopolitical headwinds and trade uncertainties. This demonstrates the company's continued ability to deliver value in a range of economic conditions. Back at the 2023 Investor Day, we laid out three favorable long-term drivers for our business.
First is the technology megatrends shaping the world. Keysight is capitalizing on its first to market positions in a multitude of technologies associated with artificial intelligence, next gen semiconductor, next generation connectivity, and high performance computing. These secular innovation trends remain strong drivers for Keysight's business. Second, industries are transforming. Automation and digitization continue to revolutionize how work gets done. We're also seeing increased activity with non-terrestrial networks and space and satellite becoming increasingly important domains for national security. Third, market dynamics. Countries are ramping sovereign investments to onshore critical technology and defense capabilities. Keysight's global reach and customer credibility is enabling us to capture opportunities. These drivers support our long-term targets of 5%-7% revenue growth and greater than 10% EPS growth. We have maintained a consistent strategy and a cohesive portfolio that enables our customers' innovations.
Our investments in R&D have heightened our competitive differentiation and positioned the company to maximize value from technology transitions that are occurring across our end markets. We also returned $375 million in stock buybacks even as we deployed $2 billion to acquire capabilities that fit our strategy. The recent acquisitions of Spirent Communications, Synopsys Optical Solutions Group, and PowerArtist continue to support our strategy of moving up the technology stack and deliver greater value to our customers through our solutions. Keysight has a track record of long-term value creation. Our revenue and EPS have consistently met or exceeded our commitments, with revenue growing at 7% CAGR and EPS at 11% CAGR since the company's launch in 2014.
At the same time, we've improved our margins and driven free cash flow generation. Taken together, this has resulted in a 481% total shareholder return at the end of fiscal 2025, outpacing S&P 500. Disciplined execution of the Keysight leadership model is enabling the company to build on its long-term competitive advantages. Keysight's deep customer relationship create a strong foundation that enables us to play a pivotal role in defining the future of technology. This year, we sustained over 100 collaborations with key market makers around a number of technology themes that are relevant to the world of technology. These engagements, combined with our deep technical expertise, allow us to generate unique insights that lead to a highly differentiated portfolio of solutions that span from design through deployment. We pair this technical expertise with strong execution, delivering maximum value for our stakeholders.
Finally, and most importantly, we foster a highly collaborative and innovative culture with team members around the world that wake up every day with a mission of accelerating innovation for our customers. In fiscal 25, Keysight was recognized with multiple top employer awards, including the Forbes 2025 World's Best Employers. Thank you all for joining us today, and thank you for your confidence in Keysight. Fiscal 25 represented a year of building momentum and returning the business to growth, and we're well-positioned to continue to build on this momentum into fiscal 26 and beyond.
Thank you, Satish. We will now take general questions related to Satish's remarks on Keysight's business. Please enter your questions in the annual meeting website using the Q&A tab on your screen. Liz, do we have any questions?
We do have a question. The first question is related to research and development spending in 2026, and specifically related to artificial intelligence.
Yeah. Keysight maintains a broad set of portfolio all the way from simulation, emulation to test, and we're participating meaningfully in the AI revolution that's occurring. We're playing a lead role in many aspects of the components that go into an AI cluster. We're also enabling customers to emulate many aspects of the AI infrastructure so they can design and deploy their capabilities with confidence at this time. As we noted in our Q4 earnings call that we have now established well over a $500 million business in this space. Specific to our R&D spend, I mean, we have our R&D investments across the portfolio to really position the portfolio for competitive advantage.
Therefore, we're spending, as I referenced, roughly 18% of our revenues on R&D, and this R&D is highly leveraged between the work we're doing in wireless and AI and aerospace defense in our industrial markets. Thank you.
Thank you, Satish. We have an additional question related to our board of directors and our philosophy on age and retirement.
Operator, can you please unmute Ron Nersesian's line?
I believe there's a question with regards to the term of James Cullen. James Cullen's term is for the next two years. James has been an exceptional high-value contributor to Keysight's board, specifically on strategic direction and capital deployment. His wealth of executive and board experience, including his board experience from Johnson & Johnson, Prudential, and Agilent, just to name a few, has been a very significant contributor to the value creation of Keysight, which has grown from approximately $5 billion when we launched the company to approximately $50 billion right now. We do not discriminate based on age. We look at contribution, and Jim is an exceptional contributor to Keysight, which is very evident by looking at the value creation of the company. Thank you.
Thank you. There are no further questions.
Thank you, Liz. I would like to thank everyone for attending today's annual meeting.
This concludes the meeting. You may now disconnect.