Form 8-K/A - Current report: [Amend]

AGILENT TECHNOLOGIES, INC.

Date: May 24, 2024

/s/ P. Diana Chiu

P. Diana Chiu

Vice President, Interim General Counsel

& Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 01, 2024

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-15405	77-0518772
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


5301 Stevens Creek Boulevard
Santa Clara, California		95051
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 227-9770

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On May 1, 2024, Agilent Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K under Item 5.02 to report the retirement of Michael R. McMullen as President and CEO (“CEO”) of the Company and as a member of the Company’s Board of Directors (“Board”) and the appointment of Padraig McDonnell as the CEO of the Company and as a member of the Company’s Board. The Company is filing this Form 8-K/A as an amendment (Amendment No. 1) to the aforementioned Form 8-K to disclose details of Mr. McDonnell’s compensation that was expected to be approved in connection with such appointments, but was not determined at the time of the initial filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2024, in connection with Mr. McDonnell’s appointment as CEO of the Company on May 1, 2024, the Board approved an annual base salary of $1,075,000, with a target performance bonus of 125%, effective as of June 1, 2024. The Board also approved equity awards totaling $3,300,000 comprised of 60% Long-Term Incentive Performance-Based Restricted Stock Units (“RSU”), 20% time-based RSUs and 20% stock options, effective as of June 3, 2024. Mr. McDonnell’s total equity award for FY2024 is $7,500,000, of which $4,200,000 has already been awarded and reported.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Document and Entity Information	May 01, 2024
Cover [Abstract]
Amendment Flag	true
Entity Central Index Key	0001090872
Document Type	8-K/A
Document Period End Date	May 01, 2024
Entity Registrant Name	AGILENT TECHNOLOGIES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-15405
Entity Tax Identification Number	77-0518772
Entity Address, Address Line One	5301 Stevens Creek Boulevard
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95051
City Area Code	800
Local Phone Number	227-9770
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	A
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Description	On May 1, 2024, Agilent Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K under Item 5.02 to report the retirement of Michael R. McMullen as President and CEO (“CEO”) of the Company and as a member of the Company’s Board of Directors (“Board”) and the appointment of Padraig McDonnell as the CEO of the Company and as a member of the Company’s Board. The Company is filing this Form 8-K/A as an amendment (Amendment No. 1) to the aforementioned Form 8-K to disclose details of Mr. McDonnell’s compensation that was expected to be approved in connection with such appointments, but was not determined at the time of the initial filing.