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

Good morning, everyone, and welcome to Agilent's 2025 Annual Stockholders Meeting. We're glad you could join us today. My name is Diana Chiu and I'm the Vice President, Assistant General Counsel, and Assistant Secretary of the company, and I will be the chairperson of today's meeting. Today's meeting is being webcast live and recorded. The recording will be available on Agilent's website following the meeting. Your continued attendance of this meeting shall be deemed to be your consent to being recorded. Let's get started by calling Agilent's stockholders meeting to order. We are conducting the meeting in accordance with the company's bylaws. We have 5 business items on the agenda. They are, to elect 2 directors to a 3-year term, to provide an advisory vote on the compensation of Agilent's named executive officers for fiscal year 2024, to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2025 fiscal year, to approve an amendment to Article X of Agilent's Second Amended and Restated Certificate of Incorporation, to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the certificate, and to vote on a stockholder proposal to elect each director annually is properly presented. 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'd like to speak during the meeting, please go to the microphone at the front of the room. I will recognize each speaker and please wait until you are recognized before you start to speak. 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 turn off your cell phones and that you not use cameras, video or audio equipment. Thank you. Okay. Let's get started. Agilent's Board of Directors has appointed Akinola[indiscernible]of Computershare to serve as our Inspector of Elections at this year's meeting. Akinola 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 January 31, 2025, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 23, 2025. 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 23, 2025. January 23, 2025, 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 23, 2025, there were 285,289,591 shares of common stock outstanding, each entitled to one vote. Akinola, would you please report on the shares represented at the meeting.

By examination of the proxies on file shows that there are present by proxy[indiscernible]shares of common stock, all of which[indiscernible].

Thank you, Akinola. 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 obtain and submit a ballot. It is 8:03 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. Then I'll ask Akinola to report on the preliminary voting results. The first item is the election of directors. This year, we have been asked to vote on the reelection of 2 incumbent directors to serve for a 3-year term, expiring at the annual meeting in 2028. Dr. Otis Brawley and Dr. Mikael Dolsten. The biographical information on the nominees and their qualifications to serve as a directors are contained in your proxy materials. As set forth in the proxy statement, the Board recommends that you vote your shares for each of the nominees to the Board. The second item of business is an advisory vote of the stockholders to approve the compensation of Agilent's named executive officers for fiscal year 2024. Their compensation is described in the proxy materials. This advisory vote is nonbinding on the company. However, the Board of Directors value your opinion and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions for the company's executive officers. 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 2025 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 to approve an amendment to Article X of Agilent's Second Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the Certificate. As set forth in the proxy statement, the Board recommends that you vote your shares for the approval of the removal of supermajority voting requirement. The fifth item of business is a vote on a shareholder proposal regarding the election of each director annually submitted by Mr. John Chevedden. As set forth in the proxy statement, the Board has no recommendation in respect to this shareholder proposal. [ Ms. Sassa ] is here today to present the proposal. [ Ms. Sassa ] will have 5 minutes to present Mr. Chevedden's shareholder proposal, and I will give a 1-minute warning before your time is up. [ Ms. Sassa ], could you please go to the podium and present Mr. Chevedden's proposal.

Good morning. Proposal 5, elect each director annually. RESOLVED, shareholders ask that Agilent technologies take all the steps necessary to reorganize the Board of Directors in order that each director stands for election at each annual meeting. Although our management can adopt this proposal topic in 1 year and in 1-year implementation, it is in the best practice. This proposal allows the option to phase it in. Classified Boards like Agilent Technology Board have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk of the Harvard Law School. Arthur Levitt, former Chairman of the Securities and Exchange Commission said, "In my view it's best for the investor if the entire Board is elected once a year without annual election of each director shareholders have -- they have less control over who represents them." A total of 79 S&P 500 and Fortune 500 companies worth more than $1 trillion have adopted this important proposal topic since 2012. Annual election of each director can make directors more accountable and thereby contributing to improve performance and increase company value at no extra cost to the shareholder. Annual election of each director gives shareholders more leverage if the Board of Director performed poorly. For instance, if the Board of Director approved excessive executive pay, shareholders can soon vote against the Board Executive Committee member instead of waiting 3 long years under the current setup, thank you.

Thank you, [ Ms. Sassa]. Now I will address questions concerning these proposals. If you have a question about the proposals being voted on, please go to the microphone at the front of the room. Moving on then, I'll make a final call for voting. It is now 8:08, and the polls are now closed. [Voting]

Now I'll ask Akinola to report on the results of the proposal to elect 2 directors to 3-year terms.

For the election of directors, each nominee received at least[indiscernible]shares voted in favor of such nominee. This is[indiscernible]of the shares present at the meeting and entitled to vote on this proposal.

Thank you, Akinola. 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 nominees have been elected to serve a 3-year term. Now I'll ask Akinola to report on the results of the advisory vote to approve the compensation of Agilent's named executive officers.

There were [indiscernible] shares voted in favor of the approval of the compensation of Agilent's named executive officers for fiscal year 2024 as described in the company's proxy statement. This is 73.47% 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 2024 has been approved. Now I'll ask Akinola 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 2025 fiscal year.

There were[indiscernible]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[indiscernible]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 2024 has been ratified. Now I'll ask Akinola to report on the results of the vote to approve an amendment to Article X of Agilent's Second Amended and Restated Certificate of incorporation, to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions.

There were[indiscernible]shares voted in favor of the proposal an amendment to Article X of Agilent's Second Amended and Restated Certificate of Incorporation, to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions. This is[indiscernible]of the shares present at the meeting and entitled to vote on this proposal.

Based on these preliminary results, as the proposal received at least 80% of the shares entitled to vote on the proposal I declare that the amendment to Article X of Agilent's Second Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the certificate has been approved. Now I ask Akinola to report on the results of the vote on the shareholder proposal regarding election of each director annually submitted by Mr. John Chevedden.

There were [indiscernible] shares voted in favor of this proposal, the election for each director annually. This is[indiscernible] of the shares present at the meeting and entitled to vote on this proposal.

Based on these preliminary results, that the proposal received at least the majority of the shares present at the meeting, the shareholder proposal on the election of each director annually has been approved. In the next few days, Agilent will publicly report the final official results of today's votes. If you're interested, you can review these results through our public SEC filings, which can be found through the Investor Relations on the Agilent website. This concludes the business of today's stockholder meeting. I declare that today's meeting is hereby adjourned.