8-K - TER - Equibles

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, 2026

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-06462	04-2272148
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>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<br><br>Symbol(s)	Name of each exchange<br><br>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

On May 8, 2026, Teradyne, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

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
Drew Henry	119,232,119	234,555	28,209	12,498,100
Peter Herweck	114,986,254	4,480,445	28,184	12,498,100
Mercedes Johnson	117,049,139	2,416,726	29,018	12,498,100
Ernest E. Maddock	118,093,655	1,373,004	28,224	12,498,100
Marilyn Matz	110,894,741	8,572,620	27,522	12,498,100
Necip Sayiner	119,071,164	393,862	29,857	12,498,100
Gregory S. Smith	119,413,081	46,320	35,482	12,498,100
Paul J. Tufano	115,693,370	3,772,802	28,711	12,498,100
Bridget van Kralingen	116,834,549	2,559,183	101,151	12,498,100

An advisory non-binding resolution to approve the 2025 executive compensation passed as follows:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
114,418,444	4,732,467	343,972	12,498,100

A management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 was approved as follows:

Votes For	Votes Against	Votes Abstained
123,853,458	8,094,829	44,696

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, 2026 By: /s/ Ryan E. Driscoll

Name: Ryan E. Driscoll

Title: V.P., General Counsel and Secretary