UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 9, 2025, Teradyne, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Company’s Equity and Cash Compensation Incentive Plan (the “Amended Plan”), which is an amendment and restatement of the Company’s 2006 Equity and Cash Compensation Incentive Plan (the “2006 Plan”). The 2006 Plan was amended and restated to eliminate the term of the 2006 Plan, to provide for a number of compensation governance best practices and to make other clarifying and conforming changes. The Company’s board of directors previously approved the Amended Plan, subject to shareholder approval, on March 24, 2025. The Amended Plan became effective immediately upon shareholder approval at the Annual Meeting.
A more detailed summary of the material features of the Amended Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on March 29, 2025 (the “Proxy Statement”) under the caption “Proposal No. 4: Approval of Amendment and Restatement of the Equity and Cash Compensation Incentive Plan”, which is incorporated by reference herein. That detailed summary and the foregoing description of the Amended Plan are qualified in their entirety by reference to the full text of the Amended Plan, which is filed as Appendix B to the Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s shareholders voted on the following proposals:
1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:
| Nominee |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Peter Herweck |
126,745,101 | 3,330,927 | 138,600 | 10,908,880 | ||||
| Mercedes Johnson |
128,388,070 | 1,701,140 | 125,418 | 10,908,880 | ||||
| Ernest E. Maddock |
127,464,220 | 2,624,577 | 125,831 | 10,908,880 | ||||
| Marilyn Matz |
128,439,681 | 1,649,208 | 125,739 | 10,908,880 | ||||
| Gregory S. Smith |
129,270,729 | 823,238 | 120,661 | 10,908,880 | ||||
| Paul J. Tufano |
123,894,009 | 6,196,354 | 124,265 | 10,908,880 | ||||
| Bridget van Kralingen |
128,463,260 | 1,543,112 | 208,256 | 10,908,880 |
2. An advisory non-binding resolution to approve the 2024 executive compensation was approved as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 123,251,108 | 6,401,007 | 562,513 | 10,908,880 |
3. A management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved as follows:
| Votes For |
Votes Against |
Votes Abstained | ||
| 129,507,300 | 11,312,447 | 303,761 |
4. The Company’s shareholders approved the Amended Plan as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 126,604,254 | 3,081,987 | 528,387 | 10,908,880 |
5. A shareholder proposal to require the Company to prepare a report about political contributions and expenditures was approved as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 66,138,549 | 63,581,675 | 494,404 | 10,908,880 |
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 12, 2025 | By: | /s/ Ryan E. Driscoll | ||||
| Name: | Ryan E. Driscoll | |||||
| Title: | V.P., General Counsel and Secretary | |||||