Current Report · Items 5.02, 9.01 · 8-K
Keysight Technologies, Inc.
KEYSNYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective August 26, 2026, the Board of Directors (the “Board”) of Keysight Technologies, Inc.…
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 26, 2026, the Board of Directors (the “Board”) of Keysight Technologies, Inc. (the “Company”), following the recommendations of the Nominating and Corporate Governance Committee, approved an increase in the size of the Board from ten (10) to eleven (11) members and appointed Scott Reese to fill the vacancy arising from the increase in the size of the Board. Mr. Reese will serve as a Class I director with a term expiring at the 2027 Annual Meeting of the Stockholders. Mr. Reese will also serve on the Audit and Finance and Nominating and Corporate Governance Committees of the Board. The Board has determined that Mr. Reese meets the independence standards adopted by the Board in compliance with the New York Stock Exchange rules and Item 407(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).
Mr. Reese, age 53, has extensive experience in software product development, strategy and design and previously served as President and Chief Executive Officer of GE Vernova Electrification Software. Prior to that, Mr. Reese held progressively senior positions during nearly two decades at Autodesk, bringing expertise in cloud platforms, cybersecurity and simulation solutions to the Board. Mr. Reese earned a Bachelor of Science degree in Computer Information Systems and a Master of Business Administration, both from Indiana Wesleyan University.
Mr. Reese will receive one-half of the standard annual compensation of cash and stock for the plan year ending February 28, 2027 in accordance with the Company’s director compensation program. In connection with this appointment, the Company and Mr. Reese will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Reese and any other person pursuant to which Mr. Reese was elected as a director. There are no transactions in which Mr. Reese has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act.
The Company issued a press release on August 26, 2026 announcing the appointment of Mr. Reese to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.