Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On November 17, 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
11 to 12 members and appointed Otis W. Brawley, M.D., to fill the vacancy so
created, both effective November 17, 2021. Dr. Brawley was appointed to serve in
the class of directors that will stand for re-election at the 2022 Annual
Meeting of Stockholders. Dr. Brawley will serve on the Compensation Committee
and Nominating/Corporate Governance Committee of the Company's Board.
Dr. Brawley, age 62, has served as the Bloomberg Distinguished Professor of
Oncology and Epidemiology at Johns Hopkins University since 2019. Dr. Brawley
served as the Chief Medical and Scientific Officer at the American Cancer
Society from 2007 to 2018. He served as an Internist and Oncologist and
Professor of Hematology, Oncology, Medicine and Epidemiology at Emory University
from 2001 to 2018. Dr. Brawley has served on the board of directors of Incyte
Corporation, a public biotechnology company, since September 2021. He has served
on the board of directors of Lyell Immunopharma, Inc., a public biotechnology
company, since April 2021. He has served on the board of directors of PDS
Biotechnology Corp, a public biotechnology company, since November 2020.
The Board has determined that Dr. Brawley 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. Brawley 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. Brawley 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.
Brawley holds no direct or indirect beneficial ownership in the Company's stock
or rights to acquire the Company's stock.
Dr. Brawley will receive the standard compensation, a portion of which will be
pro-rated to reflect the actual time Dr. Brawley 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. Brawley 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.
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Item 7.01.Regulation FD Disclosure.
The Company issued a press release on November 18, 2021 announcing the
appointment of Dr. Otis Brawley 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 November 18, 2021, announcing new board
member.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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