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): September 30, 2020

KEYSIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36334	46-4254555
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1400 Fountaingrove Parkway		95403
---	---	---
Santa Rosa	CA
(Address of principal executive offices)		(Zip Code)

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:

Title of each class	Trading symbol	Name on each exchange on which registered
Common Stock, par value $0.01 per share	KEYS	New York Stock Exchange

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) Named Executive Officer Retirement

On September 30, 2020, Jay Alexander, Senior Vice President and Chief Technology Officer of Keysight Technologies, Inc., announced his intention to retire by December 31, 2021.

Effective on October 1, 2020, the Board of Directors (the “Board”) of Keysight Technologies, Inc. (the “Company”) appointed Satish Dhanasekaran, 47, to serve as the Company’s Senior Vice President and Chief Operating Officer. From July 2017 to October 2020, Mr. Dhanasekaran served as Senior Vice President and President of the Communications Solution Group. From May 2016 to July 2017, Mr. Dhanasekaran served as Keysight’s Vice President and General Manager, Wireless Devices and Operators Business Unit. From June 2015 to May 2016, Mr. Dhanasekaran served as the General Manager of the Mobile Broadband Operation, and from November 2014 through June 2015, he led the marketing function for the Signal Analysis and Signal Sources Division.

In connection with Mr. Dhanasekaran’s appointment, the Compensation Committee of the Board of Directors (the “Committee”) approved an increase in his annual base salary to $675,000, effective October 1, 2020. The Committee also increased Mr. Dhanasekaran’s target award percentage under the Keysight Technologies Inc. Performance-Based Compensation Plan for Non-Covered Employees to 100% of Mr. Dhanasekaran’s annual base salary. In addition, the Committee granted Mr. Dhanasekaran (i) 472 time-based Restricted Stock Units (RSUs); and (ii) performance-based stock units of Keysight common stock in the target amount of 647 shares. The RSU and performance-based stock unit awards are subject to the standard terms and conditions of the Company’s forms of equity grant agreement under the Keysight Technologies, Inc., 2014 Stock Plan. The time-based RSUs will vest 25% per year and are fully vested on the fourth anniversary of the grant date. The performance-based stock unit award will vest on October 31, 2022 with the actual payout ranging between 0% and 200% of the target based on Keysight’s actual performance against performance metrics established by the Committee for the three-year period ending on October 31, 2022.

The Company issued a press release on October 1, 2020 announcing Mr. Dhanasekaran’s appointment as Chief Operating Officer and Mr. Alexander’s intention to retire from the Company by the end of 2021. 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 filed 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:

Exhibit No.	Exhibit
99.1	Press release announcing the Chief Operating Officer appointment.
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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.

	KEYSIGHT TECHNOLOGIES, INC.
	By:	/s/ JoAnn Juskie
	Name:	JoAnn Juskie
	Title:	Vice President, Assistant General Counsel and
		Assistant Secretary
Date: October 1, 2020

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press release announcing the Chief Operating Officer appointment.
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

		Exhibit

Exhibit 99.1

Keysight Technologies Appoints Satish Dhanasekaran Chief Operating Officer

Jay Alexander, Chief Technology Officer, to Retire in Late 2021

SANTA ROSA, Calif., Oct. 1, 2020 - Keysight Technologies, Inc. (NYSE: KEYS) today announced that Satish Dhanasekaran has been appointed chief operating officer (COO), effective immediately. Dhanasekaran has been president of Keysight’s largest business, the Communications Solutions Group, since 2017.

In his role as COO, Dhanasekaran has responsibility for growing orders and increasing annual recurring revenue for the company. He oversees the functions that contribute to these objectives, including market and technology research; development of new technologies, products, and solutions; services; marketing; and sales. He will continue to report to Ron Nersesian, chairman and chief executive officer. The COO organization will bring together key functions of the company, taking a holistic and end-to-end approach to best serve Keysight’s customers and deliver results.

“Satish is a strategic and driven executive with a track record of enabling customer success and driving high performance,” said Nersesian. “His background makes him uniquely qualified to lead the critical functions that make up the Keysight COO organization and drive further value creation for all of our stakeholders.”

As head of the Communications Solutions Group, Dhanasekaran led Keysight’s $3.2 billion global business that addresses the communications ecosystem, including wireless and wireline, as well as aerospace defense and government customers. He and his team secured Keysight’s leadership in 5G and made significant contributions to accelerate technology adoption in other key areas, including 400GE and electromagnetic spectrum operations.

Dhanasekaran joined the company in 2006. Prior to leading the Communications Solutions Group, he managed the company’s wireless business where he drove the transformation of Keysight's portfolio to provide design and test solutions across the full communications stack, including both hardware and software layers, and positioned the business for leadership in 5G. He has over 20 years of experience in the communications industry spanning business leadership, product, sales, marketing, and business development.

Keysight also announced that Jay Alexander, chief technology officer (CTO), has chosen to retire in late 2021. Until his retirement, he will support the success of Dhanasekaran in his new role and help determine the go-forward leadership of the critical teams within the CTO organization.

“Jay has given so much to the company over the last 34 years and made countless contributions to our technology leadership and the success of our customers,” said Nersesian. “Personally, it’s been a joy and privilege to work with someone as talented, intelligent, and caring as Jay. I know he will be greatly missed across the company when he retires.”

Alexander has been with the company since 1986. He spent many of those years working in the company’s oscilloscope business, in roles ranging from R&D engineer to vice president and general manager. As Keysight’s CTO since 2014, Alexander has been responsible for central hardware and software technology development, including the PathWave software platform and other facets of Keysight’s software-centric solutions strategy. He holds 24 U.S. patents, all of which come from his time with the company.

About Keysight Technologies

Keysight Technologies, Inc. (NYSE: KEYS) is a leading technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world. Keysight's solutions optimize networks and bring electronic products to market faster and at a lower cost with offerings from design simulation, to prototype validation, to manufacturing test, to optimization in networks and cloud environments. Customers span the worldwide communications ecosystem, aerospace and defense, automotive, energy, semiconductor and general electronics end markets. Keysight generated revenues of $4.3B in fiscal year 2019. More information is available at www.keysight.com.

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

EDITORIAL CONTACT:<br><br>Denise Idone, Worldwide<br><br>+1 941-888-2388<br><br>denise.idone@keysight.com	INVESTOR CONTACT:<br><br>Jason Kary<br><br>+1 707 577 6916<br><br>jason.kary@keysight.com

Source: IR-KEYS