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 8, 2020   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)) 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 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 2020 Annual Meeting of Stockholders on May 8, 2020 (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 27, 2020 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     135,733,692       2,630,019       83,206       11,513,015   Edwin J. Gillis     134,146,588       4,215,413       84,916       11,513,015   Timothy E. Guertin     137,422,832       942,554       81,531       11,513,015   Mark E. Jagiela     137,041,508       1,328,010       77,399       11,513,015   Mercedes Johnson     137,640,288       728,936       77,693       11,513,015   Marilyn Matz     136,694,684       1,674,774       77,459       11,513,015   Paul J. Tufano     134,156,640       4,199,464       90,813       11,513,015   Roy A. Vallee     134,241,358       4,115,968       89,591       11,513,015   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 132,264,372   6,024,702   157,843   11,513,015 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, 2020. The proposal was approved by a vote of stockholders as follows: Votes For   Votes Against   Votes Abstained 143,538,157   6,320,926   100,849 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 11, 2020     By:   /s/ Charles J. Gray     Name:   Charles J. Gray     Title:   V.P., General Counsel and Secretary