TER 8-K
Teradyne, Inc (TER)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
Teradyne, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on May 13, 2023 (the “Annual Meeting”). 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 31, 2023, 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 | ||||
| Timothy E. Guertin | 121,157,548 | 10,711,362 | 77,261 | 9,976,122 | ||||
| Peter Herweck | 125,818,204 | 6,051,780 | 76,187 | 9,976,122 | ||||
| Mercedes Johnson | 129,596,390 | 2,274,067 | 75,714 | 9,976,122 | ||||
| Ernest E. Maddock | 129,557,450 | 2,311,282 | 77,439 | 9,976,122 | ||||
| Marilyn Matz | 109,796,176 | 22,074,809 | 75,186 | 9,976,122 | ||||
| Gregory S. Smith | 131,425,261 | 447,629 | 73,281 | 9,976,122 | ||||
| Fouad “Ford” Tamer | 131,208,808 | 658,974 | 78,389 | 9,976,122 | ||||
| Paul J. Tufano | 124,972,953 | 6,697,427 | 275,791 | 9,976,122 |
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 advisory basis by a vote of stockholders as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 117,955,367 | 13,794,451 | 196,353 | 9,976,122 |
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 | ||||
| 130,206,082 | 45,772 | 1,560,041 | 134,276 | 9,976,122 |
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 2029.
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, 2023. The proposal was approved by a vote of stockholders as follows:
| Votes For |
Votes Against |
Votes Abstained | ||
| 135,422,584 | 6,150,000 | 349,709 |
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 16, 2023 | By: |
/s/ Charles J. Gray | ||||
| Name: | Charles J. Gray | |||||
| Title: | V.P., General Counsel and Secretary | |||||