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
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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
Exhibit No. Description
99.1 Press release, dated September 23, 2021, announcing new board
member.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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