Teradyne, Inc DEFA14A, filed Mar 26, 2021

Teradyne, Inc (TER)

DEFA14A 2021-03-26

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☐		Preliminary Proxy Statement

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				Your Vote Counts!
				TERADYNE, INC. 2021 Annual Meeting Vote by May 6, 2021 11:59 PM ET
TERADYNE, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. PO BOX 1342 BRENTWOOD, NY 11717







D39883-P49436


Voting Items		Board Recommends

1.	To elect the eight nominees named in the accompanying proxy statement to the Board of Directors to serve as directors for a one-year term: Nominees:

1a.	Michael A. Bradley	For

1b.	Edwin J. Gillis	For

1c.	Timothy E. Guertin	For

1d.	Peter Herweck	For

1e.	Mark E. Jagiela	For

1f.	Mercedes Johnson	For

1g.	Marilyn Matz	For

1h.	Paul J. Tufano	For

2.	To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.	For

3.	To approve an amendment to the Company’s Articles of Organization to lower the voting requirement for shareholder approval of mergers, share exchanges and substantial sales of Company assets from a super-majority to a simple majority.	For

4.	To approve an amendment to the Company’s Articles of Organization to permit shareholders to act by a simple majority written consent, rather than by unanimous written consent.	For

5.	To approve an amendment to the 1996 Employee Stock Purchase Plan to increase the aggregate number of shares of common stock that may be issued pursuant to the plan by 3,000,000 shares.	For

6.	To approve the 2006 Equity and Cash Compensation Incentive Plan, as amended, to include, among other changes, a new total annual compensation cap for non-employee directors.	For

7.	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, 2021.	For

8.	To transact such other business as may properly come before the meeting and any postponements or adjournments thereof.