UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

January 16, 2019

Date of Report (Date of earliest event reported)

 

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-15405

 

77-0518772

(State or other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

5301 Stevens Creek Boulevard

Santa Clara, CA 95051

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (408) 345-8886

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company           ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 

 

 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On January 16, 2019, the Board of Directors, upon the recommendation of its Nominating/Corporate Governance Committee, increased the size of the Board from 10 to 11 members and appointed Mala Anand to fill the vacancy so created, both effective March 20, 2019, immediately following our 2019 Annual Meeting of Stockholders. Ms. Anand was appointed to serve in the class of directors that will stand for re-election at our 2021 Annual Meeting of Stockholders. Ms. Anand will serve on the Nominating/Corporate Governance Committee of the Company’s Board.

Ms. Anand, age 51, has served as President, Intelligent Enterprise Solutions and Industries of SAP SE since October 2016.  Prior to joining SAP, Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. from July 2014 to October 2016 and as Vice President and General Manager, Services Platform Group at Cisco from October 2007 to June 2014. Prior to that, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and served as entrepreneur in residence for Kleiner Perkins Caufield and Byers, a venture capital firm.

The Board has determined that Ms. Anand meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.

Ms. Anand has (i) no arrangements or understandings with any other person pursuant to which she was appointed as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Ms. Anand has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Ms. Anand holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.

Ms. Anand will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Ms. Anand will serve on the Company’s Board this year, paid by the Company to all of its non-employee directors and as described under “Compensation of Non-Employee Directors” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (“SEC”) on February 8, 2018. In connection with her appointment, Ms. Anand will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2008 and is incorporated by reference herein.

The Company issued a press release on January 16, 2019 announcing the appointment of Mala Anand to the Company’s Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

 

Exhibit No.

 

Description

 

 

 

99.1

 

 

Press release, dated January 16, 2019, announcing new board member.

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AGILENT TECHNOLOGIES, INC.

 

 

 

 

 

By:

/s/ P. Diana Chiu

 

Name:

P. Diana Chiu

 

Title:

Vice President, Assistant General Counsel and

 

 

Assistant Secretary

 

 

 

 

Date: January 16, 2019

 

 

 

3

Exhibit 99.1

Mala Anand to Join Agilent’s Board of Directors

SAP SE executive brings deep knowledge of software and analytics space

 

SANTA CLARA, Calif., Jan. 16, 2019 – Agilent Technologies, Inc. (NYSE: A) today announced that Mala Anand, president, Intelligent Enterprise Solutions and Industries has been elected to its board of directors, effective March 20, 2019.  

Ms. Anand serves as President, Intelligent Enterprise Solutions and Industries at SAP since October 2016.  Prior to that, Ms. Anand served as the Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. from 2007 to 2016.

“Mala brings an important breadth of experience in the software and analytics space,” said Mike McMullen, Agilent’s president and CEO.  “She is a well-respected leader who has been at the forefront of digital innovation her entire career. Her experience will be extremely valuable as Agilent focuses on the digital lab of the future and enabling our customers to do more with their data.”

“Mala is an outstanding addition to our board,” said Koh Boon Hwee, Agilent chairman. “Her depth of experience in technology innovation and cloud-based strategies brings a critical perspective to the board.  I am pleased to welcome her to the board.”  

Ms. Anand has over 20 years of experience leading products and go-to-market for enterprise-focused software companies. Ms. Anand has deep expertise in data analytics and automation platforms (real-time analytics, machine-learning, cloud platforms and distributed computing).

Before SAP and Cisco, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and holds multiple technology patents. Among other roles, she was entrepreneur in residence for the noted venture capital firm Kleiner Perkins Caufield and Byers, and developed software products for Corosoft (BMC), Rapt (Microsoft), and Beyond, Inc. Ms. Anand also led enterprise software and go-to-market teams at Oracle and Digital Equipment Corporation, focusing on software products and technology vision, go-to-market strategies, and delivering enterprise software and services.

 She holds a bachelor’s degree in computer science from University of Massachusetts and a master’s degree in computer science from Brown University.

 

 

“ Digital technology in the field of science represents a compelling opportunity. I am very pleased to join Agilent’s board at this exciting time as Agilent is looking to bring even more digital capabilities and tools to its customers ,” said Ms. Anand.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is a global leader in life sciences, diagnostics, and applied chemical markets. With more than 50 years of insight and innovation, Agilent instruments, software, services, solutions, and people provide trusted answers to customers' most challenging questions. The company generated revenues of $4.91 billion in fiscal 2018 and employs 14,800 people worldwide. Information about Agilent is available at www.agilent.com . To receive the latest Agilent news, subscribe to our Newsroom . Follow Agilent on LinkedIn , Twitter , and Facebook .


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CONTACT:

Stefanie Notaney

Corporate Communications

Agilent Technologies, Inc.

+1 408-345-8955

Stefanie.notaney@agilent.com