UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2021
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-15405 | | 77-0518772 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
| | |
5301 Stevens Creek Boulevard, Santa Clara, CA | | 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. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On September 21, 2021, the Board of Directors (the “Board”) of Agilent Technologies, Inc. (the “Company”), upon the recommendation of its Nominating/Corporate Governance Committee, increased the size of the Board from 10 to 11 members and appointed Dr. Mikael Dolsten to fill the vacancy so created, both effective September 21, 2021. Dr. Dolsten was appointed to serve in the class of directors that will stand for re-election at the 2022 Annual Meeting of Stockholders. Dr. Dolsten will serve on the Audit and Finance Committee and Nominating/Corporate Governance Committee of the Company’s Board.
Dr. Dolsten, age 63, has served as Chief Scientific Officer, President, Worldwide Research, Development and Medical of Pfizer Inc. (“Pfizer”) since 2019. He served as President of Worldwide Research and Development of Pfizer from December 2010 to December 2018. He served as President of Worldwide Research and Development and Senior Vice President of Pfizer from May 2010 until December 2010 and President of Pfizer BioTherapeutics Research & Development Group and Senior Vice President of Pfizer from 2009 until 2010. From 2008 to 2009, Dr. Dolsten served as Senior Vice President of Wyeth Pharmaceuticals, Inc., a public biopharmaceutical company that was acquired by Pfizer in 2009, and President of Wyeth Research from 2008 to 2009. Prior to joining Wyeth, Dr. Dolsten was a Private Equity Partner at Orbimed Advisors, LLC and Executive Vice President, Head of Pharma Research at Boehringer Ingelheim, a pharmaceutical company. Dr. Dolsten also previously held research leadership positions at AstraZeneca plc, Pharmacia and Upjohn Company. Dr. Dolsten has also served on the board of directors of Karyopharm Therapeutics Inc., a public pharmaceutical company, since March 2015 and the board of directors of Vimian Group, a company supporting veterinary professionals, since April 2021.
The Board has determined that Dr. Dolsten meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.
Dr. Dolsten has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Dr. Dolsten has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Dr. Dolsten holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock. In the ordinary course of business, Agilent sells products and services to Pfizer.
Dr. Dolsten will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Dr. Dolsten will serve on the Company’s Board this year, paid by the Company to all of its non-employee directors and as described under “Compensation of Non-Employee Directors” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with
the Securities and Exchange Commission (“SEC”) on February 4, 2021. In connection with his appointment, Dr. Dolsten will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2008 and is incorporated by reference herein.
Item 7.01.Regulation FD Disclosure.
The Company issued a press release on September 23, 2021 announcing the appointment of Dr. Mikael Dolsten to the Company’s Board. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 hereunto duly authorized.
| AGILENT TECHNOLOGIES, INC. |
| |
| |
| By: | /s/ P. Diana Chiu |
| Name: | P. Diana Chiu |
| Title: | Vice President, Assistant General Counsel & Assistant Secretary |
| | |
| |
| |
Date: September 23, 2021 | |
