UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Teradyne, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 9, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Articles of Organization to lower the voting requirement for shareholder approval of an amendment of the Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple-majority. Subsequent to such approval, the Company filed, on May 9, 2024, with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Restated Articles of Organization (the “Restated Articles of Organization”), giving effect to the foregoing amendments to the Articles of Organization.
The foregoing description is qualified in its entirety by reference to the full text of the Restated Articles of Organization, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1. To elect the eight nominees named in the Company’s proxy statement filed with the Commission on March 29, 2024, to the Board of Directors to serve as directors for a one-year term. Each nominee for director was elected by a vote of the stockholders as follows:
| Nominee |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Peter Herweck |
122,114,472 | 7,756,799 | 86,417 | 9,484,875 | ||||||||||||
| Mercedes Johnson |
129,073,072 | 801,525 | 83,091 | 9,484,875 | ||||||||||||
| Ernest E. Maddock |
128,700,931 | 1,174,123 | 82,634 | 9,484,875 | ||||||||||||
| Marilyn Matz |
127,720,047 | 2,155,122 | 82,519 | 9,484,875 | ||||||||||||
| Gregory S. Smith |
129,742,993 | 133,051 | 81,644 | 9,484,875 | ||||||||||||
| Fouad “Ford” Tamer |
129,702,562 | 168,250 | 86,876 | 9,484,875 | ||||||||||||
| Paul J. Tufano |
124,818,435 | 5,061,096 | 78,157 | 9,484,875 | ||||||||||||
| Bridget van Kralingen |
129,773,527 | 81,203 | 102,958 | 9,484,875 | ||||||||||||
2. To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on an non-binding, advisory basis by a vote of stockholders as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 115,813,097 | 14,029,998 | 114,593 | 9,484,875 |
3. To approve an amendment to the Company’s Articles of Organization to lower the voting requirement for approval of an amendment of its Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple majority. The proposal was approved by a vote of stockholders as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 129,344,611 | 509,210 | 103,867 | 9,484,875 |
4. To ratify the selection of the firm of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved by a vote of stockholders as follows:
| Votes For |
Votes Against |
Votes Abstained | ||
| 129,272,197 | 9,739,988 | 430,378 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Restated Articles of Organization of Teradyne, Inc., effective May 9, 2024 | |
| 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 thereunto duly authorized.
| TERADYNE, INC. | ||||||
| Dated: May 10, 2024 | By: | /s/ Ryan E. Driscoll | ||||
| Name: | Ryan E. Driscoll | |||||
| Title: | V.P., General Counsel and Secretary | |||||