Keysight Technologies : 2022 Proxy Statement

PROXY STATEMENT 2022

Accelerating Innovation to

Connect & Secure the World

Keysight Technologies, Inc.

1400 Fountaingrove Parkway

Santa Rosa, California 95403

January 24, 2022

IT IS A PRIVILEGE TO SERVE AS CHAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF KEYSIGHT. WE HAVE AN INCREDIBLY KNOWLEDGEABLE, COMMITTED AND ENGAGED WORKFORCE, MANAGEMENT TEAM, AND BOARD OF DIRECTORS FOCUSED ON DRIVING VALUE CREATION FOR ALL OF OUR STOCKHOLDERS. CHAIR

Dear Stockholders:

On behalf of the board of directors (''Board of Directors'' or ''Board'') of Keysight Technologies, Inc. (''Keysight''), I am pleased to invite you to attend our 2022 Annual Meeting of Stockholders (the ''2022 Annual Meeting''). To support the health and well-being of our stockholders, employees, and Board in light of the continuing COVID-19 pandemic, the Keysight Technologies, Inc. 2022 Annual Meeting will be held on Thursday, March 17, 2022 at 8:00 a.m., Pacific Time, virtually via the Internet at https://meetnow.global/MQ7GZR6. Stockholders of record as of the close of business on January 18, 2022 are entitled to vote.

You can attend the 2022 Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above- mentioned internet site. We are committed to affording stockholders the ability to participate at the virtual meeting to the same extent as they would at an in-person meeting. We hope that the circumstances next year will allow us to resume our historical practice of holding an in-person annual meeting of stockholders. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2022 Annual Meeting and Proxy Statement.

Macro dynamics, including COVID-19 disruption and supply chain constraints, continue to create uncertainty. Despite these challenges, Keysight remains focused on executing against our software-centric solutions strategy to deliver differentiated solutions that enable our customers to accelerate innovation to connect and secure the world. For the past seven years, this strategy and our operating model has yielded strong results for stockholders, and we remain confident in our ability to continue creating value. At the same time, Keysight is committed to corporate social responsibility and diversity, equity, and inclusion and we've established measurable goals in both areas to make meaningful progress.

It is a privilege to serve as Chair, President, and Chief Executive Officer of Keysight. We have an incredibly knowledgeable, committed, and engaged workforce, management team, and Board of Directors focused on driving value creation for all of our stakeholders.

On behalf of our Board of Directors, thank you for being a Keysight stockholder and for your continued support of Keysight.

Sincerely,

Ronald S. Nersesian

Chair, President and Chief Executive Officer

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

VIRTUAL MEETING LOGISTICS

DATE: Thursday, March 17, 2022

TIME: 8:00 a.m., Pacific Time

LIVE WEBCAST:https://meetnow.global/MQ7GZR6 access begins at 7:30 a.m. Pacific Time. To access the meeting, copy and paste the URL into your preferred browser. Please note that Internet Explorer is not supported.

The Notice of 2022 Annual Meeting, Proxy Statement, and the Annual Report on Form 10-K for the fiscal year ended October 31, 2021 are available free of charge at www.envisionreports.com/KEYS

ITEMS OF BUSINESS

• Elect four directors to a 3-year term;
• Ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers LLP as Keysight's independent registered public accounting firm;
• Approve, on a non-binding advisory basis, the compensation of Keysight's named executive officers;
• Approve an amendment to Keysight's Amended and Restated Certificate of Incorporation to declassify the Board of Directors; and
• Consider such other business as may properly come before the meeting.

IMPORTANT MEETING INFORMATION

Record Date

Stockholders of record as of close of business on January 18, 2022 (''Record Date'') will be entitled to vote and participate in the 2022 Annual Meeting.

How to Attend the 2022 Annual Meeting

This year's Annual Meeting will take place entirely online. If you are a stockholder of record, you may attend and vote at the 2022 Annual Meeting by visiting https://meetnow.global/MQ7GZR6 and entering the control number included on your Notice of Internet Availability of Proxy Materials (''Notice'') or on your proxy card that accompanied your proxy materials (if you received a printed copy of the proxy materials). If you are a beneficial owner of shares held in ''street name'' (meaning, if you hold your shares through a broker, bank, or other nominee), you may attend and vote at the 2022 Annual meeting by visiting https://meetnow.global/MQ7GZR6 and entering the control number on your voting instruction form, or you may register in advance to attend the 2022 Annual Meeting and to vote your shares or ask questions during the Annual Meeting. Please see pages 90-91 in the ''Frequently Asked Questions'' section of this Proxy Statement for more information.

By Order of the Board of Directors,

Jeffrey K. Li

Senior Vice President, General Counsel and Secretary

Santa Rosa, California

January 24, 2022

YOUR VOTE IS IMPORTANT. PLEASE VOTE.

PROXY SUMMARY

This summary provides an overview of selected information in this year's Proxy Statement. We encourage you to read the entire Proxy Statement before voting. In this Proxy Statement, the terms ''Keysight,'' ''we,'' and ''our'' refer to Keysight Technologies Inc. Information presented in this Proxy Statement is based on Keysight's fiscal year starting with November 1 and ending on October 31 of each year (''Fiscal Year'' or ''FY''), unless specifically stated otherwise.

ANNUAL MEETING OF STOCKHOLDERS

Date & Time:	Thursday, March 17, 2022 at 8:00 a.m. Pacific Time
Location:	https://meetnow.global/MQ7GZR6
Record Date:	January 18, 2022

VOTING MATTERS

Stockholders will be asked to vote on the following matters at the 2022 Annual Meeting of Keysight:

		Board Recommendation
		Vote FOR
PROPOSAL 1.	Elect four directors to a 3-year term	each director
		nominee
PROPOSAL 2.	Ratify the Audit and Finance Committee's appointment of
	PricewaterhouseCoopers LLP as Keysight's independent registered	Vote FOR
	public accounting firm
PROPOSAL 3.	Approve, on a non-binding advisory basis, the compensation of	Vote FOR
	Keysight's named executive officers
PROPOSAL 4.	Approve an amendment to Keysight's Amended and Restated Certificate	Vote FOR
	of Incorporation to declassify the Board of Directors

2022 Proxy Statement

i

KEYSIGHT AT A GLANCE

Keysight is a leading technology company that helps its engineering, enterprise and service provider customers and governments accelerate innovation to connect and secure the world. We provide electronic design and test solutions that are used in simulation design, validation, manufacture, installation, optimization and secure operations of electronics systems in the communications, networking and electronics industries. We also offer customization and optimization services throughout the customer's product development lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.

32,000+	2,000+	14,000+	145,000+
▼	▼	▼	▼
Customers, including	Active US and foreign	Diverse employees	Students and future
our indirect channel, in	patents issued or	located around the	engineers engaged
more than 100	pending	world	through STEM
countries			education in
			Fiscal Year 2021

OUR VALUES

At Keysight, we are driven to deliver breakthrough solutions and trusted insight in electronic design, test, manufacture, and optimization to help customers accelerate the innovations that connect and secure the world. Our values guide how we work with each other and how we interact with our customers, our suppliers, our partners, our stockholders, and our communities. Keysight's values make our culture dynamic, inclusive, inspiring, and powerful, creating a space where innovation and experimentation thrive.

GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION

The Nominating and Corporate Governance Committee of the Board of Directors (the ''Nominating and Corporate Governance Committee'') regularly reviews the overall composition of the Board and its committees to assess whether they reflect the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to Keysight's current and future business and strategy.

Each member of our Board has the necessary qualifications, expertise, and attributes in technology, global business, leadership, and financial literacy to be an effective member of the Board. The table below summarizes the number of Directors possessing each of the skills and experience we have determined are most relevant to the decision to nominate candidates to serve on the Board. Our director nominees' biographies describe each director's background and relevant experience in more detail.

ii 2022 Proxy Statement