0001601046True00016010462021-05-202021-05-20
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 20, 2021
KEYSIGHT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36334 | | 46-4254555 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 1400 Fountaingrove Parkway | 95403 |
| Santa Rosa | CA | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (800) 829-4444
(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:
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| Title of each class | Trading symbol | Name on each exchange on which registered |
| Common Stock, par value $0.01 per share | KEYS | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2021, Keysight Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) disclosing that the Board of Directors (the “Board”) of the Company had expanded its number of authorized directors from nine (9) to ten (10) and appointed Michelle J. Holthaus to serve as a director of the Company, effective on May 20, 2021. At the time, the Company had not made any determinations regarding any Board committee assignments for Mrs. Holthaus. The Company hereby amends the Original Filing to report that Mrs. Holthaus has been appointed to the Company’s Nominating and Corporate Governance Committee, effective November 18, 2021.
Other than providing the preceding disclosure, no other disclosure reported in the Original Filing is amended by this Form 8-K/A.
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:
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| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
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| KEYSIGHT TECHNOLOGIES, INC. |
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| By: | /s/ JoAnn Juskie |
| Name: | JoAnn Juskie |
| Title: | Vice President, Assistant General Counsel and |
| | Assistant Secretary |
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| Date: November 22, 2021 | |