Keysight Technologies, Inc.
Shareholder Proposals
Item 5
Allow shareholders holding a combined 10% of outstanding shares to call a special shareholder meeting (including online meetings).
The proposal requests that Keysight amend its governing documents to permit stockholders holding a combined 10% of outstanding common stock—or the lowest percentage permitted by law—to call a special shareholder meeting, and to ensure such meetings can be held online without minimum holding-period restrictions. Proponents argue this right would provide shareholders a ‘‘Plan B’’ to address urgent strategic or governance concerns and improve board accountability. The proposal cites recent votes at other companies where similar proposals received 51%–72% support, and explicitly requests no discriminatory ownership-duration requirements. Implementation would require Board action to amend the charter and/or bylaws to establish the caller threshold and procedural details for special and online meetings.