Shareholder Vote

8-K 1 d746007d8k.htm 8-K 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 7, 2019 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. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.125 per share TER Nasdaq Stock Market LLC Item 5.07. Submission of Matters to a Vote of Security Holders Teradyne, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders on May 7, 2019 (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 28, 2019 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 141,103,397 2,390,790 64,557 14,633,930 Edwin J. Gillis 139,801,930 3,650,985 105,829 14,633,930 Timothy E. Guertin 142,537,527 904,096 117,121 14,633,930 Mark E. Jagiela 142,562,361 921,595 74,788 14,633,930 Mercedes Johnson 143,228,906 235,160 94,678 14,633,930 Marilyn Matz 142,836,816 616,508 105,420 14,633,930 Paul J. Tufano 139,299,434 4,157,224 102,086 14,633,930 Roy A. Vallee 140,697,919 2,750,335 110,490 14,633,930 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 137,712,396 5,655,769 190,579 14,633,930 3. 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, 2019. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Votes Abstained 153,888,175 4,118,159 186,340 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 9, 2019 By: /s/ Charles J. Gray Name: Charles J. Gray Title: V.P., General Counsel and Secretary