Agilent Technologies, Inc. (A) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Agilent Technologies. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Michael Tang, Senior Vice President, General Counsel and Secretary of Agilent Technologies. Mr. Tang, the floor is yours.

Thank you. Good morning, everyone, and welcome to Agilent's 2020 Annual Meeting of Stockholders. We're glad you could join us today. In light of the public health considerations relating to the outbreak of COVID-19 and the need to comply with federal, state and local restrictions on gatherings and movement, we have decided to hold this annual meeting in a virtual-only format. My name is Michael Tang, and I am the Senior Vice President, General Counsel and Secretary of the company and will be the Chairperson of today's meeting. Let's get started by calling Agilent's Annual Stockholders Meeting to order. We are conducting the meeting in accordance with the company's bylaws. We have 4 business items on the agenda. They are: to elect 4 directors to 3-year terms; to approve the Agilent Technologies, Inc. 2020 employee stock purchase plan; to provide an advisory vote on the compensation of Agilent's named executive officers for fiscal year 2019; and to ratify the Audit and Finance committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2020 fiscal year. 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 proposals have been introduced. If you like to ask a question, please submit your question in the field provided in the web portal. To allow us to answer questions from as many stockholders as possible, we will limit each stockholder to 1 question. As a reminder, we ask that you do not use any recording equipment. Thank you. Okay. Let's get started. Agilent's Board of Directors has appointed Lisa Brenten of Computershare to serve as our Inspector of Election for this year's meeting. Lisa has taken and signed an oath as Inspector of Election. This document will be filed with the minutes of today's meeting. Computershare has certified that starting on February 6, 2020, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 22, 2020. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. As Secretary of the company, I have in my possession a certified list of stockholders of record as of January 22, 2020. January 22, 2020 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 22, 2020, there were 310,122,041 shares of common stock outstanding, each entitled to 1 vote. Lisa, would you please report on the shares represented at the meeting?

My examination of the proxies on file shows that there are present by proxy, 271,116,086 shares of common stock, all of which are represented by Mr. McMullen and Mr. Tang. The shares present by proxy represent approximately 87% of the shares of common stock outstanding and entitled to vote.

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 has not previously submitted a proxy and who wishes to vote at today's meeting to please vote online at this time. 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. Then 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 at the reelection of 4 incumbent directors to serve for a 3-year term expiring at the annual meeting in 2023: Heidi Kunz; Sue H. Rataj; George A. Scangos, Ph.D.; and Dow R. Wilson. The biographical information on the 4 nominees and their qualifications to serve as a director are contained in your proxy materials. The second item of business is the approval of the Agilent Technologies, Inc. 2020 employee stock purchase plan. A summary of the 2020 employee stock purchase plan is described in the proxy materials distributed by the company in anticipation of this meeting and a complete copy of the 2020 employee stock purchase plan is attached as appendix B to the proxy statement. The third item of business is an advisory vote of the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2019. Their compensation is described in the proxy materials. This advisory vote is nonbinding on the company. However, the Board of Directors values your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions for the company's executive officers. The fourth 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 2020 fiscal year. As set forth in the proxy statement, the Board recommends that you vote your shares for each of the nominees to the Board, for the approval of the 2020 employee stock purchase plan, for the approval of the compensation of Agilent's named executive officers, and for the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as Agilent's independent registered public accounting firm. 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 it?

No. There are no questions.

Moving on then, I'll make a final call for voting. [Voting]

Moderator, are there any other questions -- or any questions?

No. There are no questions.

The polls are now closed. Now I'll ask Lisa to report on the results of the proposal to elect 4 directors to 3-year terms.

For the election of directors, each nominee received at least 235,561,914 shares voted in favor of such nominee. This is 95% of the shares present at the meeting and entitled to vote on this proposal.

Thank you, Lisa. Based on these preliminary results, since each nominee has received at least the majority of the shares voted at the meeting, I declare that the 4 nominees have each been elected to serve a 3-year term. Now I'll ask Lisa to report on the results of the vote on the approval of the 2020 employee stock purchase.

There were 245,716,548 shares voted in favor of the approval of the 2020 employee stock purchase plan. This is 99% of the shares present at the meeting and entitled to vote on this proposal.

Based on these preliminary results, since the proposal received at least the majority of the shares present at the meeting, I declare that the 2020 employee stock purchase plan has been approved. Now I'll ask Lisa to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.

There were 235,790,213 shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2019 as described in the company's proxy statement. This is 95% of the shares present at the meeting and entitled to vote on this proposal.

Based on these preliminary results, since the proposal received at least the majority of the shares present at the meeting, I declare that the compensation of Agilent's named executive officers for fiscal year 2019 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 2020 fiscal year.

There were 258,250,437 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 95% of the shares present at the meeting and entitled to vote on this proposal.

Based on these preliminary results, since the proposal received at least the 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 2020 has been ratified. In the next few days, Agilent will publicly report the final official results of today's votes. 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 website. That concludes the business of today's stockholder meeting. I declare that today's meeting is hereby adjourned. Thank you.

This concludes the meeting. You may now disconnect.