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Agilent said its Board, on the recommendation of its Nominating/Corporate Governance Committee, increased the Board from 10 to 12 members on May 20, 2025 and appointed Pascal Soriot and Judy Gawlik Brown to fill the new seats.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Agilent said its Board, on the recommendation of its Nominating/Corporate Governance Committee, increased the Board from 10 to 12 members on May 20, 2025 and appointed Pascal Soriot and Judy Gawlik Brown to fill the new seats.

  2. The company said Pascal Soriot was placed in the class of directors that will stand for re-election at the 2028 annual meeting, and Judy Gawlik Brown at the 2026 annual meeting. Soriot has been Chief Executive Officer of AstraZeneca Plc since October 2012, and Brown has been Founder of Downtown Advisory since November 2023.

  3. Agilent said the Board determined that both new directors meet the New York Stock Exchange corporate governance listing standards and the independence standards of Item 407(a) of Regulation S-K. Neither director holds Agilent stock, and both will receive the standard non-employee director compensation, pro-rated for their time on the Board this year, and will enter into the company's standard indemnification agreement.

  4. Agilent said its Board amended the bylaws on May 20, 2025 to eliminate the requirement for an affirmative vote of 80% of the combined voting power to approve certain actions under Article IX. The company also said Heidi Kunz retired from the Board on May 21, 2025 after more than 20 years of service, according to its press release.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Board Expands From 10 to 12 Members

Agilent said its Board, on the recommendation of its Nominating/Corporate Governance Committee, increased the Board from 10 to 12 members on May 20, 2025 and appointed Pascal Soriot and Judy Gawlik Brown to fill the new seats.

Source · Based on the filing body and exhibits

New Directors' Terms and Backgrounds

The company said Pascal Soriot was placed in the class of directors that will stand for re-election at the 2028 annual meeting, and Judy Gawlik Brown at the 2026 annual meeting. Soriot has been Chief Executive Officer of AstraZeneca Plc since October 2012, and Brown has been Founder of Downtown Advisory since November 2023.

Source · Based on the filing body and exhibits

Independence Determination and Director Compensation Terms

Agilent said the Board determined that both new directors meet the New York Stock Exchange corporate governance listing standards and the independence standards of Item 407(a) of Regulation S-K. Neither director holds Agilent stock, and both will receive the standard non-employee director compensation, pro-rated for their time on the Board this year, and will enter into the company's standard indemnification agreement.

Source · Based on the filing body and exhibits

Bylaw Amendment and Heidi Kunz Board Retirement

Agilent said its Board amended the bylaws on May 20, 2025 to eliminate the requirement for an affirmative vote of 80% of the combined voting power to approve certain actions under Article IX. The company also said Heidi Kunz retired from the Board on May 21, 2025 after more than 20 years of service, according to its press release.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.