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

Hello, and welcome to the Annual Meeting of Stockholders of Agilent Technologies. Please note, 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 2021 Annual Meeting of Stockholders. We're glad you can join us today. In light of the public health considerations relating to the COVID-19 pandemic, we have decided to hold this annual meeting in a virtual-only format. My name is Michael Tang, and I'm 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 3 business items on the agenda. They are: to elect 4 directors to 3-year terms; to provide an advisory vote on the compensation of Agilent's named executive officers for fiscal year 2020; and to ratify the Audit and Finance committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2021 fiscal year. Before we start on the agenda, I'd like to review the rules of the meeting. I will address questions relating specifically the 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 one question. As a reminder, we ask that you do not use any recording or 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 4, 2021, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 19, 2021. 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 19, 2021. January 19, 2021, 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 19, 2021, there were 305,389,352 shares of common stock outstanding, each entitled to 1 vote. Lisa, would you please report on the shares represented at the meeting?

Yes. My examination of the proxies on file shows that there are present by proxy 271,409,985 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.

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 on the reelection of 4 incumbent directors to serve for a 3-year term expiring at the annual meeting in 2024: Mala Anand; Koh Boon Hwee; Michael R. McMullen; Daniel K. Podolsky, MD. 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 an advisory vote on the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2020. 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 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 2021 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 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 attendance?

No. There are no questions.

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

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 202,728,798 shares voted in favor of such nominee. This is 81% 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 advisory vote to approve the compensation of Agilent's named executive officers.

There were 227,176,404 shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2020 as described in the company's proxy statement. This is 91% 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 2020 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 2021 fiscal year.

There were 256,915,563 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 2021 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.

This concludes the meeting. You may now disconnect.