0000950170-24-038548 DEFA14A 3 20240329 20240329 TERADYNE, INC 0000097210 3825 08 Industrial Applications and Services 042272148 MA 1231 DEFA14A 34 001-06462 24803776 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 DEFA14A 1 ter-defa_14a-20241.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to §240. 14a-12 Teradyne, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ? No fee required. ? Fee paid previously with preliminary materials ? Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 -------------------------------------------------------------------------------- [[Image Removed: img6193899_0.jpg]] Your Vote Counts! TERADYNE, INC. 2024 Annual Meeting Vote by May 8, 2024 11:59 PM ET TERADYNE TERADYNE, INC. (C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. PO BOX 1342 BRENTWOOD, NY 11717 V36886-P04835 You invested in TERADYNE, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 9, 2024. Get informed before you vote View the Notice and Proxy Statement, Shareholder Letter and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 25, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote in Person at the Meeting* May 9, 2024 10:00 AM, ET Teradyne, Inc. 600 Riverpark Drive North Reading, MA 01864 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. -------------------------------------------------------------------------------- [[Image Removed: img6193899_1.jpg]] Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. 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. Peter Herweck For 1b. Mercedes Johnson For 1c. Ernest E. Maddock For 1d. Marilyn Matz For 1e. Gregory S. Smith For 1f. Ford Tamer For 1g. Paul J. Tufano For 1h. Bridget van Kralingen 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 approval of an amendment of the Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple-majority. For 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, 2024. For 5. To transact such other business as may properly come before the meeting and any postponements or adjournments thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V36887-P04835 --------------------------------------------------------------------------------