Shareholder Vote

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): May 9, 2017 TERADYNE, INC. (Exact Name of Registrant as Specified in Charter) Massachusetts 001-06462 04-2272148 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 600 Riverpark Drive, North Reading, MA 01864 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (978) 370-2700 (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 (see General Instruction A.2. below): ☐ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07. Submission of Matters to a Vote of Security Holders Teradyne, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders on May 9, 2017 (the “Annual Meeting”). At the Annual Meeting, the 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 30, 2017 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 Michael A. Bradley 170,897,076 1,257,832 542,187 14,054,332 Daniel W. Christman 171,514,199 627,042 555,854 14,054,332 Edwin J. Gillis 170,865,863 1,293,986 537,246 14,054,332 Timothy E. Guertin 171,263,094 894,323 539,678 14,054,332 Mark E. Jagiela 171,227,201 945,754 524,140 14,054,332 Mercedes Johnson 171,183,156 987,430 526,509 14,054,332 Paul J. Tufano 165,583,414 6,576,577 537,104 14,054,332 Roy A. Vallee 170,541,510 1,615,568 540,017 14,054,332 2. To conduct an advisory vote on the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on an advisory basis by a vote of stockholders as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 160,776,226 10,953,761 967,108 14,054,332 3. To conduct an advisory vote on the frequency of the stockholder advisory vote on the compensation of the Company’s named executive officers. The option of holding the advisory vote on the compensation of the Company’s named executive officers every year was approved on an advisory basis by a vote of the stockholders as follows: One Year Two Years Three Years Votes Abstained Broker Non-Votes 151,149,990 432,315 20,358,188 756,602 14,054,332 Consistent with the stated preference of a majority of the Company’s stockholders, the Board of Directors determined that it will hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of stockholder votes on compensation of named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2023. 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, 2017. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Votes Abstained 183,344,420 2,805,890 601,117 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, 2017 By: /s/ Gregory R. Beecher Name: Gregory R. Beecher Title: V.P., Chief Financial Officer and Treasurer