8-K
TERADYNE, INC false 0000097210 0000097210 2020-10-26 2020-10-26

 

 

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): October 26, 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2020, the Board of Directors (the “Board”) of Teradyne, Inc. (“Teradyne”) elected Peter Herweck as a director of Teradyne effective November 9, 2020 and appointed him to the Board’s Compensation and Nominating and Corporate Governance Committees.

The Board has determined that Mr. Herweck is independent. To be considered independent by the Board, a director must satisfy the definitions pursuant to the Securities Exchange Commission and Nasdaq rules and, in the Board’s judgment, not have a material relationship with Teradyne. Teradyne’s Corporate Governance Guidelines, which include director qualification standards, are available on Teradyne’s web site at www.teradyne.com under the “Governance” section of the “Investor Relations” link.

Mr. Herweck will receive compensation at the rate of $80,000 per year.

On November 9, 2020, Mr. Herweck will receive a grant of restricted stock units pursuant to Teradyne’s 2006 Equity and Cash Compensation Incentive Plan in an amount of shares having a fair market value equal to $98,000 based on the Board’s annual equity compensation of $200,000 prorated daily to reflect the period from his date of appointment to the expected date of the 2021 Annual Meeting of Shareholders. This grant vests in full on the earlier of the date the 2021 Annual Meeting of Shareholders is held or the last Thursday in May 2021.

 

Item 8.01.

Other Events.

On October 26, 2020, the Company issued a press release announcing the election of Mr. Herweck to the Board effective as of November 9, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits

 

99.1    Press Release issued by Teradyne, Inc. on October 26, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: October 27, 2020     By:  

/s/ Sanjay Mehta

    Name:   Sanjay Mehta
    Title:   V.P., Chief Financial Officer and Treasurer
EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Andy Blanchard

Investor Relations

Tel 978.370.2425

investorrelations@teradyne.com

Peter Herweck Elected to Teradyne’s Board of Directors

NORTH READING, Mass. – October 26, 2020 – Teradyne, Inc. (NASDAQ:TER) announced the election of Peter Herweck to its Board of Directors effective November 9, 2020. Mr. Herweck was also appointed to the Board’s Compensation and Nominating and Corporate Governance Committees.

“We are excited to have Peter join Teradyne’s Board of Directors,” said Roy Vallee, Teradyne Chairman. “His deep understanding of industrial automation along with his insights from leading complex, global enterprises serving a broad range of customers will be valuable additions to our Board as Teradyne expands its position in advanced industrial automation.”

Since 2016, Mr. Herweck is Member of the Executive Committee and Executive Vice President Industrial Automation at Schneider Electric SE, a €27.2 billion company. Schneider Electric (Euro Stoxx 50: SU) is providing energy and automation digital solutions for efficiency and sustainability. He is Vice Chairman of the Board of AVEVA Group plc, global leader in Industrial Software (FTSE100: AVV). Peter began his career at Mitsubishi Electric as a software development engineer in Japan before joining Siemens in 1993. At Siemens, he held a variety of leadership positions in the automation field including President of the Industry Sector in North-East Asia, Head of Corporate Strategy, and CEO of the Process Industries & Drives division.

Mr. Herweck studied automation technology at Saarland University of Applied Sciences, Germany, and received a Master’s degree in electrical engineering from University de Metz, France. He holds a MBA from Wake Forest University, NC, and completed the Advanced Management Program at Harvard Business School.

About Teradyne

Teradyne (NASDAQ:TER) brings high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its Industrial Automation offerings include collaborative and mobile robots that help manufacturers of all sizes improve productivity and lower costs. In 2019, Teradyne had revenue of $2.3 billion and today employs 5,500 people worldwide. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc. in the U.S. and other countries.