KEYSKeysight Technologies
Deals with insiders in the proxy filed 2026-01-26
Deals between KEYS and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-01-27.
TRANSACTIONS WITH RELATED PERSONS“The son of Mark Wallace, our former Senior Vice President, Chief Customer Officer, is employed by Keysight as an account manager based in Santa Clara, California. Mr. Wallace retired as an executive officer of Keysight on June 2, 2025. In his role as an employee of the Company, Mr. Wallace’s son received total compensation of $146,271 for Fiscal Year 2025, calculated in the same manner as in the Summary Compensation Table. The total compensation includes salary, commissions, stock and option awards, and other compensation.”
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No longer reported 2 paragraphs of the proxy filed 2025-01-27 with nothing like them this year
TRANSACTIONS WITH RELATED PERSONS“We purchase services, supplies, and equipment in the normal course of business from many suppliers and sell or lease products and services to many customers. In some instances, these transactions occur with companies with which members of our management or Board have relationships as directors or executive officers. For transactions entered into during Fiscal Year 2024, none exceeded or fell outside of the pre-approved thresholds set forth in our Related Party Transaction Policy.”
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TRANSACTIONS WITH RELATED PERSONS“BlackRock, Inc. holds 10.3% of Keysight’s total outstanding equity pursuant to information contained in a Schedule 13G filed with the SEC on January 24, 2024. During Fiscal Year 2023, Keysight purchased from BlackRock Life Limited, a subsidiary of BlackRock, Inc. $31,676.02 of products and/or services, and from BlackRock Investment Management (UK) Ltd., also a subsidiary of BlackRock, Inc. $166,722.16 of products and/or services, for a total amount of $160,576.”
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New wording of the review policy 2 paragraphs without an amount or a name
TRANSACTIONS WITH RELATED PERSONS“In the ordinary course of business, Keysight purchases services, supplies, and equipment from a broad network of suppliers and sells or leases products and services to a broad customer base. On occasion, these transactions may involve companies where members of our Board of Directors or executive management serve as directors or executive officers.”
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TRANSACTIONS WITH RELATED PERSONS“For Fiscal Year 2025, Keysight reviewed all such transactions and confirmed that none exceeded or fell outside the pre-approved thresholds established in our RPT Policy.”
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The whole section
12 paragraphs quoted as filed
RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES“Keysight’s SBC and Director Code of Ethics require that all employees and directors avoid conflicts of interests that interfere with the performance of their duties or the best interests of Keysight. In addition, since 2014, we have adopted and implemented the written Related Person Transactions Policy (“RPT Policy”) that prohibits any of Keysight’s executive officers, directors or any of their immediate family members from entering into a transaction with Keysight, except in accordance with the RPT Policy. For purposes of the RPT Policy, a “related person transaction” includes any transaction (within the meaning of Item 404(a) of Regulation S-K) involving Keysight and any related person that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.”
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RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES“Under our RPT Policy, the General Counsel must advise the Nominating Committee of any related person transaction of which he becomes aware. The Nominating Committee must then either approve or reject the transaction in accordance with the terms of the policy. In the course of making this determination, the Nominating Committee shall consider all relevant information available to it and, as appropriate, must take into consideration the following:”
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Whether the transaction may involve a conflict of interest; and“Whether the transaction involved the provision of goods or services to Keysight that are available from unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to Keysight as would be available in comparable transactions with or involving unaffiliated third parties.”
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Whether the transaction may involve a conflict of interest; and“Under the RPT Policy, Company management screens for any potential related person transactions, primarily through the annual circulation of a Directors and Officers Questionnaire (“D&O Questionnaire”) to each member of the Board and each officer of Keysight that is a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The D&O Questionnaire contains questions intended to identify related persons and transactions between Keysight and related persons. If a related person transaction is identified, such transaction is brought to the attention of the Nominating Committee for its approval, ratification, revision, or rejection in consideration of all of the relevant facts and circumstances.”
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Whether the transaction may involve a conflict of interest; and“The Nominating Committee must approve or ratify each related person transaction in accordance with the policy. Absent this approval or ratification, no such transaction may be entered into by Keysight with any related person.”
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Whether the transaction may involve a conflict of interest; and“In addition, the RPT Policy provides for standing pre-approval of limited transactions with related persons. Pre-approved transactions include:”
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Whether the transaction may involve a conflict of interest; and“Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of (i) $1,000,000, or (ii) 2% of that company’s total annual revenues.”
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Whether the transaction may involve a conflict of interest; and“Any charitable contribution, grant or endowment by Keysight to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer or an equivalent), a director or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000, or 2% of the charitable organization’s total annual receipts.”
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TRANSACTIONS WITH RELATED PERSONS“In the ordinary course of business, Keysight purchases services, supplies, and equipment from a broad network of suppliers and sells or leases products and services to a broad customer base. On occasion, these transactions may involve companies where members of our Board of Directors or executive management serve as directors or executive officers.”
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TRANSACTIONS WITH RELATED PERSONS“For Fiscal Year 2025, Keysight reviewed all such transactions and confirmed that none exceeded or fell outside the pre-approved thresholds established in our RPT Policy.”
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TRANSACTIONS WITH RELATED PERSONS“Since the beginning of Fiscal Year 2025, we did not enter into any financial transaction, arrangement or relationship (including employment relationships) in which a related person had or will have direct or indirect material interest, in an amount exceeding $120,000, other than equity and other compensation, termination, change of control and other arrangements, which are described under “Executive Compensation,” except for the following:”
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TRANSACTIONS WITH RELATED PERSONS“The son of Mark Wallace, our former Senior Vice President, Chief Customer Officer, is employed by Keysight as an account manager based in Santa Clara, California. Mr. Wallace retired as an executive officer of Keysight on June 2, 2025. In his role as an employee of the Company, Mr. Wallace’s son received total compensation of $146,271 for Fiscal Year 2025, calculated in the same manner as in the Summary Compensation Table. The total compensation includes salary, commissions, stock and option awards, and other compensation.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗