UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2022

KEYSIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (800) 829-4444

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 22, 2022, Ron Nersesian notified the Keysight Technologies Inc. (the Company”) Board of Directors (the “Board”) of his intent to retire as the President, Principal Executive Officer and Chief Executive Officer of the Company effective May 1, 2022. Mr. Nersesian will remain with the Company as the Executive Chairman of the Board.

(c) On February 22, 2022, the Board appointed Satish Dhanasekaran, age 49, current Chief Operating Officer of the Company as President, Principal Executive Officer and Chief Executive Officer of the Company, effective May 1, 2022.

(d) On February 22, 2022, following the recommendation of the Nominating and Corporate Governance Committee, the Board resolved to increase the size of the Board from ten (10) directors to eleven (11) directors and appointed Satish Dhanasekaran as a member of the Board, effective May 1, 2022. Mr. Dhanasekaran will serve as a Class III director with a term expiring at the 2023 Annual Meeting of the Stockholders.

Mr. Dhanasekaran has served as Senior Vice President and Chief Operating Officer of the Company since October 2020. From July 2017 to October 2020, Mr. Dhanasekaran served as Company Senior Vice President and President of the Communications Solutions Group (CSG). From May 2016 to July 2017, Mr. Dhanasekaran served as Vice President and General Manager, Wireless Devices and Operators business segment and from June 2015 to May 2016 he served as the General Manager of the Mobile Broadband Operation. Prior to that, Mr. Dhanasekaran held a variety of senior customer-facing leadership positions. Mr. Dhanasekaran self-identifies as Asian male.

Mr. Dhanasekaran will receive no additional compensation for his service as an executive director in accordance with the Company’s director compensation program. Mr. Dhanasekaran has previously entered into the Company’s standard form of change in control agreement and standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Dhanasekaran and any other person pursuant to which Mr. Dhanasekaran was elected as a director. There are no transactions in which Mr. Dhanasekaran has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act.

The Company issued a press release on February 24, 2022, announcing the retirement of Mr. Nersesian, the appointment of Mr. Dhanasekaran as President, Principal Executive Officer and Chief Executive Officer of the Company and the appointment of Mr. Dhanasekaran to the Board. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Document

Exhibit 99.1

Keysight Technologies Announces CEO Succession

Satish Dhanasekaran, Current COO, to Become CEO

Ron Nersesian to Remain as Executive Chairman of the Board

SANTA ROSA, Calif., Feb. 24, 2022 – Keysight Technologies, Inc. (NYSE: KEYS) today announced that, effective May 1, 2022, Satish Dhanasekaran, current Chief Operating Officer of the company, will become President and Chief Executive Officer, and will join the Keysight Board of Directors. Ron Nersesian, current President and Chief Executive Officer of Keysight, will be retiring after a long and successful career with the company, but will continue as Executive Chairman of the Board.

“I am incredibly proud of the exceptional results that the Keysight team has achieved for customers and shareholders,” said Nersesian. “Looking ahead, I am even more confident in Keysight’s future prospects and ability to drive further value creation given the strength of the company’s differentiated solutions, R&D investments, sales and marketing engines, leadership team, balance sheet, and culture.”

Nersesian has spent over 30 years with the company and its predecessors. He became President & Chief Executive Officer of Keysight when Agilent Technologies decided to spin-out the business in 2013. Since becoming an independent public company in 2014, Keysight has executed its software-centric solutions strategy by focusing on customer success, strengthening its differentiated solutions portfolio through acquisitions and increased R&D investments and improving the durability of the business model. Under Nersesian’s leadership, Keysight’s revenues have increased at a ten percent compound annual growth rate, while generating annualized earnings and free cash flow growth of eighteen percent and twenty-five percent respectively. At the same time and as of the end of fiscal year 2021, Keysight’s market capitalization has increased six-fold, while delivering shareholder returns nearly four times that of the S&P 500 Index.

“I love Keysight deeply and I feel confident in its future with Satish as CEO and the exceptional leadership team and employees in place,” said Nersesian. “Through the Board’s succession planning process, Satish’s market expertise, strategic insight, and high-performance track record made him the clear choice to lead Keysight. I look forward to continuing with Keysight as Executive Chairman and working with Satish and the Board to build on Keysight’s strong momentum to create further value for all stakeholders.”

Dhanasekaran began his career at Keysight in 2006. He has been Chief Operating Officer since 2020, focused on growing orders, increasing annual recurring revenue and driving the company’s growth initiatives. He oversees the Keysight functions that contribute to these objectives, including market and technology research; development of new technologies, products, and solutions; services; marketing; and sales.

Before becoming Chief Operating Officer, Dhanasekaran led Keysight’s Communications Solutions Group, the company’s largest business segment, that addresses the communications ecosystem, including wireless and wireline, as well as aerospace defense and government customers. As the head of this business, he successfully drove order and revenue growth, expanded margins and increased its software solutions mix. At the same time, Dhanasekaran established Keysight’s leadership in 5G and made significant contributions to accelerate technology adoption in other key areas, including 400G, quantum and electromagnetic spectrum operations. He has over 20 years of experience in the communications industry spanning business leadership, product, sales, marketing, and business development.

“I am honored that the Board has selected me to succeed Ron as Keysight’s President and CEO. Keysight’s purpose of accelerating innovation to connect and secure the world enables us to capture opportunities across our diverse set of end markets and extend our track record of strong financial performance,” said Dhanasekaran. “Keysight has a very bright future ahead, and I look forward to working with the team to execute our software-centric solutions strategy and apply the Keysight Leadership Model to deliver greater value for our customers, shareholders and employees.”

About Keysight Technologies

Keysight delivers advanced design and validation solutions that help accelerate innovation to connect and secure the world. Keysight's dedication to speed and precision extends to software-driven insights and analytics that bring tomorrow's technology products to market faster across the development lifecycle, in design simulation, prototype validation, automated software testing, manufacturing analysis, and network performance optimization and visibility in enterprise, service provider and cloud environments. Our customers span the worldwide communications and industrial ecosystems, aerospace and defense, automotive, energy, semiconductor and general electronics markets. Keysight generated revenues of $4.9B in fiscal year 2021. For more information about Keysight Technologies (NYSE: KEYS), visit us at www.keysight.com

.

#

Additional information about Keysight Technologies is available in the newsroom at https://www.keysight.com/go/news and on Facebook, LinkedIn, Twitter and YouTube.