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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
| Nominee |
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 |
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 16, 2022 |
By: |
/s/ Charles J. Gray | ||||
| Name: | Charles J. Gray | |||||
| Title: | V.P., General Counsel and Secretary | |||||
