TERADYNE, INC false 0000097210 0000097210 2022-05-13 2022-05-13












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2022




(Exact Name of Registrant as Specified in Charter)




Massachusetts   001-06462   04-2272148
(State or Other Jurisdiction
of Incorporation)
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




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 5.07. Submission of Matters to a Vote of Security Holders

Teradyne, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders on May 13, 2022 (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 April 1, 2022, 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:




Votes For


Votes Against


Votes Abstained


Broker Non-Votes

Edwin J. Gillis   128,051,228   7,512,548   74,538   10,310,269
Timothy E. Guertin   117,972,530   17,590,600   75,184   10,310,269
Peter Herweck   131,877,052   3,688,143   73,119   10,310,269
Mark E. Jagiela   133,935,800   1,628,408   74,106   10,310,269
Mercedes Johnson   133,566,217   2,004,031   68,066   10,310,269
Marilyn Matz   124,765,783   10,330,509   542,022   10,310,269
Fouad “Ford” Tamer   135,190,588   372,276   75,450   10,310,269
Paul J. Tufano   128,834,497   6,628,075   175,742   10,310,269

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

124,894,505   10,458,564   285,245   10,310,269

3. 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, 2022. The proposal was approved by a vote of stockholders as follows:


Votes For


Votes Against


Votes Abstained

137,552,554   8,259,602   136,427


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.



Dated: May 16, 2022




/s/ Charles J. Gray

    Name:   Charles J. Gray
    Title:   V.P., General Counsel and Secretary