AGILENT TECHNOLOGIES, INC. 8-K

What Happened

• Agilent Technologies, Inc. announced that at its Annual Meeting on March 18, 2026, stockholders approved the Fourth Amended and Restated Certificate of Incorporation, which provides for phased declassification of the company’s board of directors over a three‑year period.
• The Board approved Fourth Amended and Restated Bylaws to conform to the new Certificate; those Bylaws became effective upon filing the Certificate with the Delaware Secretary of State on March 19, 2026. The Bylaws replace the Prior (Third Amended and Restated) Bylaws in their entirety and include provisions permitting removal of a director with or without cause beginning with the 2029 annual meeting (when the Board will be fully declassified).
• The Form 8‑K was filed March 20, 2026; the Certificate of Incorporation and Bylaws are attached as Exhibits 3.1 and 3.2 to the filing.

Key Details

• Annual Meeting date: March 18, 2026; Certificate/Bylaws effective upon filing: March 19, 2026.
• Change: phased declassification of the Board over three years, moving from classified (staggered) terms to annual director elections by 2029.
• Bylaws update: full restatement of Prior Bylaws with conforming changes and a provision allowing removal of a director with or without cause starting at the 2029 annual meeting.
• Proxy Statement for the meeting was filed February 6, 2026; under NYSE rules this proposal was treated as routine (brokers could vote without owner instructions).

Why It Matters

• This filing documents a material change to Agilent’s corporate governance: directors will move from multi‑year staggered terms to annual elections over a three‑year transition. That alters how frequently shareholders can vote on each director and how directors can be removed.
• For investors, board declassification can increase shareholder influence over board composition and could affect governance practices and responsiveness to shareholder concerns. The filing provides the definitive legal texts (Certificate and Bylaws) for investors to review for exact terms.