Item 1.01.Entry into a Material Definitive Agreement.

On April 17, 2020, Agilent Technologies, Inc. (the "Company") entered into Amendment No. 3 to Credit Agreement among the Company, the lenders party thereto and BNP Paribas, as Administrative Agent (the "Amendment"), which amends that certain Credit Agreement dated as of March 13, 2019, among the Company, the lenders party thereto and BNP Paribas, as Administrative Agent, as amended by Amendment No. 1 to Credit Agreement and Incremental Assumption Agreement, dated as of August 7, 2019 and Amendment No. 2 to Credit Agreement, dated as of October 21, 2019 (as amended, the "Credit Agreement").

The Amendment provides the Company with the option to request the consent of the applicable class of lenders to extend the maturity date (x) in respect of revolving borrowings and swingline loans for an additional period of one year and (y) in respect of the 2019 incremental term loans for an additional period of up to 364 days. The effectiveness of the Company's request to extend the maturity date of the revolving borrowings and swingline loans is subject to the consent of lenders holding more than 50% of the aggregate revolving credit exposures and unused revolving commitments (and in the case of swingline loans, the swingline lender), and is binding only on those consenting lenders. The effectiveness of the Company's request to extend the maturity date of the 2019 incremental term loans is subject to the consent of lenders holding more than 50% of the aggregate unpaid principal amount of 2019 incremental term loans, and is binding only on those consenting lenders.

The Amendment contains customary representations and warranties as well as customary covenants.

The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Some of the lenders under the Credit Agreement and/or their respective affiliates have from time to time performed and may in the future perform various commercial banking, investment banking and other financial advisory services for the Company and/or its subsidiaries in the ordinary course of business, for which they received or will receive customary fees and commissions.

Item 5.07Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on April 17, 2020 (the "Annual Meeting"). A total of 271,116,086 shares of Common Stock, representing approximately 87% of the shares outstanding, were represented at the Annual Meeting. The voting results for each item of business properly presented at the Annual Meeting, as certified by the Company's independent inspector of elections, are set forth below:

Proposal No. 1 The election of four (4) directors for a term of three years. The


               individuals listed below received the affirmative vote of a
               majority of the votes cast by the shares present in person or
               represented by proxy and entitled to vote at the Annual Meeting,
               and were each elected to serve a three-year term.




          Name               For      Against   Abstain Broker Non-Vote
Heidi Kunz               239,797,517 8,272,293  243,097   22,803,178
Sue H. Rataj             244,372,155 3,705,159  235,593   22,803,178

George A. Scangos, Ph.D. 237,449,315 10,610,032 253,561 22,803,178 Dow R. Wilson

            235,561,914 12,484,900 266,094   22,803,178

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Directors Koh Boon Hwee, Mala Anand, Hans E. Bishop, Paul N. Clark, Michael R. McMullen, Daniel K. Podolsky, M.D. and Tadataka Yamada, M.D. continued in office following the Annual Meeting.

Proposal No. 2 The proposal to approve the Agilent Technologies, Inc. 2020


               Employee Stock Purchase Plan.




    For      Against  Abstain Broker Non-Vote
245,716,548 2,381,835 214,524   22,803,178

Proposal No. 3 The non-binding advisory vote to approve the compensation of the


               Company's named executive officers was approved as set forth
               below.




    For      Against   Abstain Broker Non-Vote
235,790,213 12,096,443 426,252   22,803,178

Proposal No. 4 The proposal to ratify the Audit and Finance Committee's


               appointment of PricewaterhouseCoopers LLP as the Company's
               independent registered public accounting firm for the 2020 fiscal
               year was approved as set forth below.




    For      Against   Abstain Broker Non-Vote(1)
258,256,437 12,493,272 366,376         0

(1) Pursuant to the rules of the New York Stock Exchange, this proposal

constituted a routine matter. Therefore, brokers were permitted to vote

without receipt of instructions from beneficial owners.

Item 9.01.Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.      Description
       10.1     Amendment No. 3 to Credit Agreement dated as of April 17, 2020, by
              and among the Company, the Lenders party thereto and BNP Paribas, as
              Administrative Agent.
        104   Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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