Form 8-K

8-K — AGILENT TECHNOLOGIES, INC.

Accession: 0001193125-26-384426

Filed: 2026-09-08

Period: 2026-09-02

CIK: 0001090872

SIC: 3826 (LABORATORY ANALYTICAL INSTRUMENTS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — a-20260902.htm (Primary)

EX-99.1 (a-ex99_1.htm)

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8-K

8-K (Primary)

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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 02, 2026

AGILENT TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-15405

77-0518772

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5301 Stevens Creek Boulevard

Santa Clara, California

95051

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 227-9770

(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(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

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) On September 2, 2026, Boon Hwee Koh, Chairperson of the Board of Directors (the "Board") of Agilent Technologies, Inc. (the "Company"), notified the Company of his decision to retire from the Board, effective as of September 4, 2026. Mr. Koh's decision to retire was not due to any disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices. The Company and the Board thank Mr. Koh for his valuable insights, perspective, and commitment during his 23-year service on the Board.

(d) On September 4, 2026, the Board upon the recommendation of its Nominating/Corporate Governance Committee, appointed Glenn Boehnlein, to fill the vacancy created by the resignation of Mr. Koh, effective September 4, 2026 to serve as a Class III director, the class of directors that will stand for re-election at the 2027 Annual Meeting of Stockholders.

The Board has determined that Mr. Boehnlein meets the independence standards adopted by the Company in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K, and that Mr. Boehnlein meets the definition of "audit committee financial expert" as set forth in Item 407(d)(5)(ii) of Regulation S-K. The Board has also appointed Mr. Boehnlein to the Board's Audit and Finance Committee and the Board's Compensation Committee, effective as of September 4, 2026.

Mr. Boehnlein, age 64, served as Vice President and Chief Financial Officer of Stryker Corporation from 2016 to 2025. During his more than two decades at Stryker, he held several senior finance leadership roles, including Chief Financial Officer and Vice President of the company’s MedSurg and Neurotechnology Group and Chief Financial Officer of its Global Endoscopy Division. Earlier in his career, Mr. Boehnlein served as Chief Financial Officer of MyPrimeTime, a media company, and as a partner at Arthur Andersen LLP, where he provided audit and consulting services to clients across the technology sector. Mr. Boehnlein serves on the Board of Directors of Inogen, Inc., a publicly traded medical technology company focused on respiratory health solutions, where he chairs the Audit Committee. He also serves on the board of Sutter Health, one of the nation’s leading integrated healthcare systems. Mr. Boehnlein earned bachelor’s and master’s degrees in professional accountancy from Mississippi State University.

Mr. Boehnlein has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Mr. Boehnlein has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Boehnlein will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time Mr. Boehnlein will serve on the Company’s Board this year, paid by the Company to all of its non-employee directors and as described under “Compensation of Non-Employee Directors” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (“SEC”) on February 6, 2026. In connection with his appointment, Mr. Boehnlein will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2008 and is incorporated by reference herein.

Item 7.01 - Regulation FD Disclosure.

The Company issued a press release on September 8, 2026 announcing the retirement of Mr. Koh and appointment of Mr. Boehnlein to the Company’s Board. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1, attached hereto, are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release, dated September 8, 2026, announcing board chair resignation and new board member appointment.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date:

September 8, 2026

By:

/s/ Michael Buckner

Name:

Michael Buckner

Title:

Senior Vice President, Chief Legal Officer and Secretary

EX-99.1

Filename: a-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Agilent Announces Retirement of Board Chair Koh Boon Hwee, Appointment of Glenn Boehnlein to Board of Directors

SANTA CLARA, Calif., Sept. 8, 2026 — Agilent Technologies Inc. (NYSE: A) today announced that Koh Boon Hwee, independent chair of the company's board of directors, retired from the board effective Sept. 4, 2026, following more than two decades of service as a director. Koh joined Agilent’s board in 2003 and served as independent chair from 2017 until his retirement.

He chaired the board’s Executive Committee and Nominating and Corporate Governance Committee. Koh brought extensive international leadership and public-company governance experience to the board, including deep expertise in the Asia-Pacific region.

Following Koh's retirement, the board of directors elected Dow R. Wilson to serve as chair, effective Sept. 4, 2026. Wilson has served on Agilent's board of directors since 2018 and currently chairs the Audit and Finance Committee. The board believes his leadership experience, governance expertise and knowledge of the company will support a seamless transition and continued strong oversight of Agilent's long-term strategy.

“On behalf of the board and Agilent, I want to thank Boon Hwee for his exceptional leadership, counsel and commitment to the company over more than two decades of service,” said Padraig McDonnell, president and CEO of Agilent. “His steady judgment, global perspective and appreciation for both Agilent’s heritage and its potential have helped guide the company through important strategic decisions and leadership transitions. On a personal level, I am deeply grateful for the support and perspective he provided as I transitioned into the CEO role. We wish him all the best in retirement.”

The company also announced the appointment of Glenn Boehnlein to its board of directors, effective Sept. 4, 2026. Boehnlein spent 22 years at Stryker Corporation, serving as vice president and chief financial officer from 2016 until his retirement from the role in 2025. Earlier in his Stryker career, he held senior finance leadership positions in the company’s MedSurg and Neurotechnology Group and Endoscopy Division. As CFO, he led Stryker’s global finance function, with his responsibilities expanding in 2020 to include information technology. Boehnlein previously served as chief financial officer of MyPrimeTime and as a partner and certified public accountant at Arthur Andersen LLP. He currently serves on the boards of directors of Inogen Inc. and Sutter Health and holds bachelor’s and master’s degrees in accountancy from Mississippi State University.

“Glenn’s extensive financial leadership experience, deep knowledge of the medical technology sector and public-company board experience will further strengthen the range of expertise represented on our board,” McDonnell added. “We look forward to the insights he will bring as Agilent continues to execute its strategy and create long-term value for shareholders.”

“I am honored to join Agilent’s board of directors,” said Boehnlein. “Agilent has a strong reputation for innovation, operational excellence and customer focus. I look forward to working with the board and management team to support the company's strategy and long-term success.”

# # #

About Agilent Technologies

Agilent Technologies, Inc. (NYSE: A) is a global leader in analytical and clinical laboratory technologies, delivering insights and innovation that help our customers bring great science to life. Agilent’s full range of solutions includes instruments,

Exhibit 99.1

software, services, and expertise that provide trusted answers to our customers' most challenging questions. The company generated revenue of $6.95 billion in fiscal year 2025 and employs approximately 18,000 people worldwide. Information about Agilent is available at www.agilent.com. To receive the latest Agilent news, subscribe to the Agilent Newsroom. Follow Agilent on LinkedIn and Facebook.

INVESTOR CONTACT:

Tejas Savant

+1 917-574-4018

tejas.savant@agilent.com

MEDIA CONTACT:

Andréa Topper

+1 408-709-0060

andrea.topper@agilent.com

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