Keysight Technologies (KEYS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 19, 2026, to be held virtually, with stockholders of record as of January 20, 2026, eligible to vote.

• Key business includes director elections, auditor ratification, executive compensation advisory vote, board declassification amendment, and a shareholder proposal on special meetings.

• Fiscal 2025 saw strong financial performance: $5.375B revenue (+8% YoY), $850M GAAP net income (+38% YoY), and 74% 5-year TSR growth.

• Company continues to focus on a software-centric strategy, innovation, and disciplined investments for long-term growth.

Voting matters and shareholder proposals

• Election of three directors for three-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to declassify the board, transitioning to annual director elections by 2029.

• Shareholder proposal to allow 10% of shareholders to call special meetings, opposed by the board.

Board of directors and corporate governance

• Board consists of 10 members post-2026 meeting, with 80% independence and average tenure of 7.7 years.

• Board refreshment and diversity of skills are emphasized; all directors have senior leadership experience.

• Separate CEO and Board Chair roles, with a Lead Independent Director.

• Annual board and committee self-assessments, stockholder outreach, and majority voting for directors.