Agilent Technologies (A) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 18, 2026, to elect four directors, approve executive compensation, ratify the auditor, and vote on declassifying the Board over three years.

• Board recommends all proposals, including declassifying the Board in response to strong shareholder support.

• Company achieved 6.7% revenue growth, 3.2% GAAP EPS growth, and 5.7% non-GAAP EPS growth in FY2025.

• Executive compensation is heavily performance-based, with 82–91% of pay at risk, and strong shareholder support for pay practices.

Voting matters and shareholder proposals

• Four proposals: election of four directors, advisory vote on executive compensation, ratification of PwC as auditor, and amendment to declassify the Board.

• Board recommends voting FOR all proposals.

• Declassification of the Board to be phased in from 2027 to 2029, with all directors elected annually starting in 2029.

• Shareholder engagement led to the declassification proposal after 65% of shareholders were consulted.

Board of directors and corporate governance

• Board consists of eleven directors with a mix of tenures and diverse backgrounds.

• Ten of eleven directors are independent; independent Chairperson leads the Board.

• Board committees: Audit and Finance, Compensation, Nominating/Corporate Governance, and Executive.

• Annual Board and committee self-assessments, with regular refreshment and focus on diversity and skills.

• Proxy access allows shareholders (3% ownership for 3 years) to nominate directors.