Agilent Technologies : Amended and Restated Bylaws

Published: 2025-06-13 00:18:06 ET A

Published on 06/13/2025 at 00:18

THIRD AMENDED AND RESTATED BYLAWS OF

AGILENT TECHNOLOGIES, INC.

ARTICLE I

ARTICLE II

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted.

At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (B) otherwise properly brought before the meeting by or at the direction of the board of directors, or (C) otherwise properly brought before the meeting by a stockholder. For nominations or other business to be properly brought before a stockholders' meeting by a stockholder pursuant to clause (C) of the preceding sentence, the stockholder must have given timely notice thereof in writing to the secretary of the corporation, such other business must otherwise be a proper matter for stockholder action, and such stockholder must have compiled in all respects with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any interpretations of the staff of the Securities and Exchange Commission relating thereto. To be timely for purposes of advance notice requirements, a compliant notice of a stockholder proposal and/or director nomination must be delivered to the secretary at the principal executive offices of the corporation not more than one hundred fifty (150) calendar days and not less than one hundred twenty (120) calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to stockholders for the preceding year's annual meeting. In no event shall the public announcement of an adjournment or postponement of a stockholders' meeting (or such adjournment or postponement) commence a new time period for the giving of a stockholder's notice as described above. A stockholder's

notice to the secretary shall set forth the information required by paragraph (g) of this Section 2.2. Notwithstanding anything in these Second Amended and Restated Bylaws (the "Bylaws") to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not

properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) (and, as applicable with respect to a Proxy Access Notice, paragraph

(f) of this Section 2.2) shall be eligible for election as directors.

Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c) (and, as applicable with respect to a Proxy Access Notice, paragraph (f) of this Section 2.2). Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 2.2. Such stockholder's notice shall set forth as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director and as to such stockholder giving notice, the information required to be provided pursuant to paragraph (g) of this Section 2.2. At the request of the board of directors, any person nominated by a stockholder for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

To be eligible to be a nominee of any stockholder for election or reelection as a director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.2 of these Bylaws) to the secretary at the principal executive offices of the corporation a written questionnaire with respect to the background and qualifications of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided to the requesting stockholder by the secretary following written request), and a written representation and agreement (in the form provided by the secretary to the requesting stockholder following written request) that such individual:

(1) is not and will not become a party to: (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the

corporation, and (ii) any Voting Commitment that could limit or interfere with such individual's ability to comply, if elected as a director of the corporation, with such individual's fiduciary duties under applicable law; (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein;

agrees to promptly provide to the corporation such other information as the corporation may reasonably request;

in such individual's personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation publicly disclosed from time to time, including the commitment to offer to tender his or her resignation to the board of directors upon a failure to receive a majority of the votes cast in accordance with Section 3.3 of these Bylaws.

Subject to Rule 14a-8 and Rule 14a-19 promulgated under the Exchange Act and paragraph (f) of this Section 2.2, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in any proxy materials relating to the corporation's next annual or special meeting, as applicable, any nomination of a director or directors or any other business proposal, statement or communication.

Notwithstanding any other provisions of this Section 2.2, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 2.2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Materials.

Inclusion of Stockholder Director Nominations in the Corporation's Proxy

Subject to the terms and conditions set forth in these Bylaws, the

corporation shall include in its proxy statement for an annual meeting of stockholders held after the 2020 annual meeting of the stockholders the name, together with the Required Information (as defined below), of qualifying person(s) nominated for election (the "Stockholder Nominee") to the board of directors by an eligible stockholder or eligible group of stockholders that satisfy the requirements of this paragraph (f) of Section 2.2, including qualifying as an Eligible

Stockholder (as defined in subsection (v) below) and that expressly elects at the time of providing the written notice required by this paragraph (f) of Section 2.2 (a "Proxy Access Notice") to have its nominee included in the corporation's proxy materials pursuant to this paragraph (f) of Section 2.2. For the purposes of this Section 2.2(f) and, with respect to clause

(B) below, Section 2.3:

"Constituent Holder" shall mean any stockholder, fund included within a Qualifying Fund (as defined in subsection (v) below) or beneficial holder whose stock ownership is counted for the purpose of qualifying as holding the Proxy Access Request Required Shares (as defined in subsection (v) below) or qualifying as an Eligible Stockholder (as defined in subsection (v) below); and

a stockholder (including any Constituent Holder) shall be deemed to "own" only those outstanding shares of voting stock as to which the stockholder (or such Constituent Holder) itself possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses

(a) and (b) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder or Constituent Holder (or any of either's affiliates) in any transaction that has not been settled or closed, including any short sale,

(y) borrowed by such stockholder or Constituent Holder (or any of either's affiliates) for any purposes or purchased by such stockholder or Constituent Holder (or any of either's affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or Constituent Holder (or any of either's affiliates), whether any such instrument or agreement is to be settled with shares, cash or other consideration, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder's or Constituent Holder's (or either's affiliates') full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or Constituent Holder (or either's affiliates). For purposes of this Section 2.2(f), a stockholder (including any Constituent Holder) shall "own" shares held in the name of a nominee or other intermediary so long as the stockholder itself (or such Constituent Holder itself) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. For purposes of this Section 2.2(f), a stockholder's (including any Constituent Holder's) ownership of shares shall be deemed to continue during any period in which the stockholder has loaned such shares so long as such stockholder retains the power to recall such shares on no greater than five (5) business days' notice or has delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement so long as such delegation is revocable at any time by the stockholder; provided, that in the case of loaned shares, such shares are recalled either

(i) no later than the final date when a Proxy Access Notice pursuant to this Section 2.2(f) may be timely delivered to the secretary or (ii) upon the request of the corporation following the corporation's indication to the Eligible Stockholder that its nominee(s) will be included in the corporation's proxy statement subject to the terms herein; provided that, in either such case

where the shares are recalled in accordance with the foregoing, such shares remain recalled (and otherwise "owned" as defined herein) through the annual meeting. The terms "owned," "owning" and other variations of the word "own" shall have correlative meanings.

For purposes of this Section 2.2, the "Required Information" that the corporation will include in its proxy statement is: (i) the information concerning the Stockholder Nominee and the Eligible Stockholder that the corporation determines is required to be disclosed in the corporation's proxy statement by the regulations promulgated under Regulation 14A under the Exchange Act; and (ii) if the Eligible Stockholder so elects, a Statement (as defined in paragraph (f)(vii) below). The corporation shall also include the name of the Stockholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these Bylaws notwithstanding, the corporation may in its sole discretion solicit against, and include in the proxy statement (and other proxy materials) its own statements or other information relating to, any Eligible Stockholder and/or Stockholder Nominee, including any information provided to the corporation with respect to the foregoing.

To be timely, a stockholder's Proxy Access Notice must be delivered to the secretary at the principal executive offices of the corporation not less than one hundred twenty (120) calendar days nor more than one hundred fifty (150) calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to stockholders for the preceding year's annual meeting. In no event shall the public announcement of an adjournment or postponement of a stockholders' meeting (or such adjournment or postponement) commence a new time period for the giving of a Proxy Access Notice. The advance notice provision set forth in this paragraph (f) is, and shall be deemed to be, the Corporation's "advance notice provision" for purposes of Rule 14a-18 under the Exchange Act.

The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the corporation's proxy materials pursuant to this paragraph (f) of Section 2.2 but either are subsequently withdrawn or that the board of directors decides to nominate as board of directors' nominees) appearing in the corporation's proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this paragraph (f) of Section 2.2 (such greater number, the "Permitted Number"); provided, however, that the Permitted Number available for proxy access candidates shall be reduced by:

the number of such director candidates for which the corporation shall have received one or more valid stockholder notices nominating director candidates pursuant to paragraph (c) of this Section 2.2 (but not this paragraph (f)) of these By-laws;

the number of directors in office or director candidates that in either case will be included in the corporation's proxy materials with respect to such annual meeting as an unopposed (by the corporation) nominee pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of voting stock, by

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Agilent Technologies Inc. published this content on June 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 13, 2025 at 04:17 UTC.