Keysight Technologies, Inc. (KEYS) Earnings Call Transcript & Summary

Good morning, everyone, and thank you for joining us for the Keysight Technologies annual stockholder meeting. Before we start, I'd like to make some comments to share with you, and then we will conduct the formal part of the meeting. My name is Ron Nersesian, the CEO of Keysight Technologies and will be joined by Jeffrey Li, our General Counsel. If you look at the slide presentation that is attached, the first slide is the safe harbor statement that includes pandemics. Please take your time to read this, and this presentation will be posted on our website. The first point that I would like to make is that the technology drivers that are leading to perpetual change are alive and well and will continue for the long term. We are very, very optimistic of our long-term trends and our position in the wireless market with 5G, in the automotive market with our wireless technologies as well as our wired technologies, including security and other great opportunities such as IoT, quantum, aerospace and defense, and networking and the cloud. These technology trends for the long term are alive and strong despite the fact that we are experiencing a short-term delay due to COVID-19. As described at our Investor and Analyst meeting on March 3 at the New York Stock Exchange, we have transformed our company in order to make sure that we could help our customers accelerate their success by bringing first-to-market solutions that are very differentiated from products that follow from the competition. The 6 steps that are outlined on this slide are described in detail in our March 3 presentation. Please feel free to reference that document on our website. Right now, we have people that are working remotely. As a matter of fact, our remote connections went from roughly 1,000 connections to 10,000 connections this week as we have people that are working on programs and advancing the solutions that we are bringing to customers. Here are the results that we have produced over the last 5 years, and you can see revenue up 11%, gross margin up 670 basis points, operating margin up 590 basis points, earnings growth of 17% annually and a market cap increase that you're very well aware of. This has put us in a very strong position with a very healthy balance sheet. We have $1.7 billion in cash. And with our flexible business model that we described recently, we have the ability to withstand top line perturbations that we have seen in downturns such as 2008 and 2009. Our healthy profitability of approximately 24% operating margin last year and 25% in Q1 provides great room for us to be able to stay extremely healthy during the short-term storm and emerge when things snapback even stronger than ever. With that, I'd like to turn it over to Jeff Li. Jeff, our General Counsel, will take us through the formal part of our meeting.

Good morning. My name is Jeffrey Li, and I'm the Senior Vice President, General Counsel and Secretary of Keysight. Let's call the annual meeting to order. We are conducting the meeting in accordance with our company's bylaws. Additionally, we have 3 business items on the agenda, which were covered in depth in our proxy materials. 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 is attending the meeting by phone. Rene, would you please acknowledge your presence on the line?

I am present.

Thank you. 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 starting on January 31, 2020, the proxy materials or a notice of the availability of the proxy materials were mailed to all stockholders of record as of January 21, 2020. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. I have in my possession a list of stockholders of record as of January 21, 2020. The inspector of election has informed me that as of January 21, 2020, the record date set by the Board for determination of the eligibility to vote at today's meeting, there were 188,125,041 shares of common stock outstanding, each entitled to 1 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 166,254,105 shares of common stock, all which are represented by Mr. Nersesian and Mr. Li. The shares present by proxy represent approximately 88% 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 and 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 would ask any stockholder who has not previously submitted a proxy and who wishes to vote at today's meeting to please complete and submit a proxy card at this time. The polls are now open for voting. [Voting]

Now I will review each of the items that the stockholders have been asked to vote on. The first item is the election of directors. You've been asked to vote on the reelection of Paul Clark, Richard Hamada and Paul Lacouture. 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 2020 fiscal year. At this time, I'd like to introduce Sean de Winter from PricewaterhouseCoopers, who is responsible for the Keysight account. Sean is attending this meeting by phone. Sean, would you please acknowledge that you are on the line?

Thank you, Jeff. I'm here.

Sean is available, if you have any questions. The third item of business is an advisory vote to approve the compensation of Keysight's named executive officers for fiscal year 2019. Okay. Having outlined the 3 proposals, I will now open the floor to any stockholder who has a question concerning these proposals. Again, if you have any questions about the proposals being voted on, please proceed to one of the microphones. I'll make a final call for proxies and ask Rene to report the preliminary results of the vote. The polls are now closed. Rene, may I have the preliminary results of the votes?

For the election of directors, 143,603,088 shares or 95% of the shares present voted for the company's slate of directors. 165,507,577 shares or 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 the fiscal year 2020. 143,991,420 shares or 95% 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 2019 as described in the company's proxy statement.

Thank you, Rene. Based on these preliminary results, I declare that each of the 3 nominees for Director have been elected to serve a new 3-year term. Additionally, each of the other proposals have 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 today's stockholder meeting. Thank you all for attending.

And ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.