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 17, 2014

 
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Delaware
001-15405
77-0518772
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

 
 
5301 Stevens Creek Boulevard, Santa Clara, CA
95051
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (408) 345-8886

 
 
(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))





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

(b) On September 17, 2014, William P. Sullivan, President and Chief Executive Officer (“CEO”) of Agilent Technologies, Inc. (the “Company” or “Agilent”), notified the Company that he will retire as CEO of the Company and as a member of the Company’s Board of Directors (“Board”) on March 18, 2015 and as President on September 17, 2014. From March 18, 2015 through October 31, 2015, Mr. Sullivan is expected to continue his employment with the Company as a senior advisor.
(c) On September 17, 2014, the Board appointed Michael McMullen, age 53 and a Senior Vice President of the Company, as President and Chief Operating Officer. Upon Mr. Sullivan’s retirement, the Board intends to appoint Mr. McMullen as CEO. The Company also intends to nominate Mr. McMullen to the Board in anticipation of Mr. Sullivan’s retirement. Since joining Agilent in 1984, Mr. McMullen has served in a series of progressively more responsible general management positions and has served as Senior Vice President, Agilent and President of Agilent’s Chemical Analysis Group since 2009.
The Company issued a press release on September 17, 2014 announcing Mr. Sullivan’s plan of retirement and the appointment of Mr. McMullen as President and Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 to this report and 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 of 1933, as amended:

 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
 
Press release, dated September 17, 2014, announcing management changes





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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.


 
AGILENT TECHNOLOGIES, INC.
 
 
 
 
 
By:
/s/ Michael Tang
 
Name:
Michael Tang
 
Title:
Vice President, Assistant General Counsel and
 
 
Assistant Secretary
 
 
 
 
Date: September 17, 2014
 




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EXHIBIT INDEX
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, dated September 17, 2014, announcing management changes




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Exhibit 99.1 McMullen COO PR


Exhibit 99.1
EDITORIAL CONTACT:

Michele Drake
+1 408 345-8396
michele_drake@agilent.com

INVESTOR CONTACT:

Alicia Rodriguez
+1 408 345-8948
alicia_rodriguez@agilent.com



Agilent Technologies Announces CEO Transition:
Mike McMullen to Succeed Bill Sullivan in March 2015


McMullen Now Appointed President and Chief Operating Officer



SANTA CLARA, Calif., Sept. 17, 2014 - Agilent Technologies Inc. (NYSE: A) today announced that Mike McMullen, senior vice president, Agilent, and president of the company’s Chemical Analysis Group (CAG), will succeed William (Bill) Sullivan as CEO on March 18, 2015. Sullivan will remain as an advisor through the end of the company’s fiscal year, Oct. 31, 2015, when he will retire.

As a first step in the transition, Agilent’s board of directors has appointed McMullen president and chief operating officer, effective immediately.

“This transition is the culmination of our succession planning, and comes at a time of strength as Agilent begins to deliver the shareholder benefits of the recent spinoff of its electronic measurement business,” said James Cullen, chairman of Agilent’s board of directors. “Bill has been an excellent CEO, providing strong leadership in evolving Agilent’s portfolio from diversified technology to its current focus on life sciences, diagnostics and applied markets. He has exceptional vision and an extraordinary drive to achieve outstanding results.”

Sullivan, 64, has been president and CEO of Agilent since March 2005. He joined Hewlett-Packard, Agilent’s predecessor company, in 1976.

“I am very proud of what our teams have accomplished over the past 10 years,” said Sullivan. “Agilent’s re-launch is the perfect time to begin the CEO transition. Mike is an excellent choice to lead the company. He transformed CAG, reshaping its portfolio and

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championing key acquisitions that have resulted in a consistent, market-leading record of profitable growth.”

“Mike has the depth of experience, market knowledge and inspiring leadership style that will make him an outstanding CEO,” Sullivan added. “It is a great opportunity to further leverage the skills of an Agilent executive with an exceptional track record.”

McMullen, 53, has been senior vice president, Agilent, and president of the company’s CAG since 2009.

As president and COO, McMullen will be responsible for the company’s businesses, CAG and Life Sciences and Diagnostics Group, Order Fulfillment and the newly formed Agilent CrossLab Group, as well as the global organization that houses IT, workplace services, global sourcing and logistics.
 
McMullen joined Hewlett-Packard Co. in 1984 as a financial analyst in the Analytical Products Group. Since then he has served in various senior management positions. As president of Agilent’s Chemical Analysis business, he was responsible for companywide organizations in the chemical and energy, food and environmental markets, as well as the services and consumables business for CAG and Life Sciences.

“It is an honor to have been asked to lead Agilent and our very talented teams into the future,” McMullen said. “Agilent is a great company that is well positioned to tap new opportunities in life sciences, diagnostics and applied markets. Our strategy is compelling and will create value for our shareholders. I am excited about working with the teams to execute on our plans.”
 
“Our focus remains where it has always been-on our customers, supporting their everyday goals in the laboratory as well as their big, world-changing breakthroughs,” he said.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is a leader in chemical analysis, life sciences, diagnostics, electronics and communications. The company’s 20,600 employees serve customers in more than 100 countries. Agilent had revenues of $6.8 billion in fiscal 2013. Information about Agilent is available at www.agilent.com.

In September 2013, Agilent announced plans to separate into two publicly traded companies through a tax-free spinoff of its electronic measurement business. On Aug. 1, 2014, the company’s electronic measurement business began operating as Keysight Technologies, Inc., a wholly owned subsidiary. The separation is expected to be completed in early November 2014.


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Forward-Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the CEO transition plan; the separation of Agilent’s electronic measurement business; future revenues, earnings and profitability; the future demand for the company’s products and services; and customer expectations. These forward-looking statements involve risks and uncertainties that could cause Agilent’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, unforeseen changes in the strength of our customers’ businesses; unforeseen changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing, and the risk that we are not able to realize the savings expected from integration and restructuring activities.

In addition, other risks that Agilent faces include those detailed in Agilent’s filings with the Securities and Exchange Commission, including our latest Form 10-K and Form 10-Q. Forward-looking statements are based on the beliefs and assumptions of Agilent’s management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

# # #

NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.

Visit Agilent’s CEO Transition Press Kit to access important background information, videos and photos.


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