This is a board-proposed charter amendment that would phase out Keysight's classified board structure — under which directors currently serve staggered 3-year terms — and transition to annual elections for all directors beginning at the 2027 annual meeting. Eliminating a classified board is a mainstream governance improvement that gives shareholders more frequent and direct accountability over every director, which is broadly recognized as a shareholder-friendly change. The policy supports charter amendments that move the governance baseline in a more shareholder-friendly direction, and this proposal clearly does so.

John Chevedden is a well-known individual governance activist with a strong track record of submitting legitimate governance proposals focused on shareholder rights — our policy treats such filers seriously. The ask is a governance structural change: granting shareholders who collectively own 10% of shares the right to call a special meeting. Currently, Keysight shareholders have no such right — special meetings can only be called by the board, the chairman, or the CEO with board concurrence — which means shareholders have no mechanism to raise urgent matters between annual meetings without board permission. The board argues that a 10% threshold is below the roughly 80% market-practice floor of 15% or above among S&P 500 companies with this right, and that its existing governance practices are sufficient, but the more important comparison is against the current baseline of zero shareholder ability to call special meetings: any threshold represents a meaningful improvement in shareholder rights, and the board's defense of the status quo is not compelling given that the company simultaneously proposes to declassify its board in Proposal 4, signaling openness to governance reform.