TDY 8-K Current Reports

Teledyne Technologies 8-K Report, Financial Results (Oct 21, 2026)

Teledyne Technologies Incorporated (NYSE: TDY) furnished a press release with its third quarter 2026 financial results, dated October 21, 2026, as Exhibit 99.1 to this Item 2.02 Current Report. The company reported all-time record quarterly sales, operating profit and non-GAAP diluted earnings per share. Third quarter net sales were $1,684.9 million, up 9.4% from $1,539.5 million, while GAAP diluted EPS was $5.82 (up 25.2% as stated in the release headline) and non-GAAP diluted EPS was $6.72 (up 20.6%). Digital Imaging drove the results, with segment net sales of $903.0 million (up 15.0%) and operating income of $182.7 million (up 48.1%). Third quarter cash from operations was $352.5 million and free cash flow was $319.5 million. The company raised its full-year 2026 GAAP diluted EPS outlook to $21.71 to $21.87 (from $20.73 to $20.99) and its non-GAAP diluted EPS outlook to $25.40 to $25.50 (from $24.45 to $24.65). Fourth quarter 2026 outlook calls for GAAP diluted EPS of $5.68 to $5.83 and non-GAAP diluted EPS of $6.60 to $6.70. Management also disclosed a pending cash acquisition of Varex Imaging Corporation for approximately $1.1 billion, expected to close in early 2027 subject to regulatory and Varex stockholder approvals, and $224.6 million of stock repurchases in September through October 19, 2026. Balance sheet metrics remained solid, with net debt of $1,465.4 million as of September 27, 2026, down from $2,123.0 million at December 28, 2025, and a quarter-end consolidated leverage ratio of 0.9x. Cash and cash equivalents were $562.4 million, and $1,158.4 million was available under the $1.20 billion credit facility.

Oct 21, 2026 8-K/A

Teledyne Technologies 8-K/A Report, Executive Changes (Oct 2, 2026)

Teledyne Technologies Incorporated filed this Amendment to its October 2, 2026 Form 8-K to disclose compensation arrangements that were not finally determined or available when the Original Filing was made on September 28, 2026. The Original Filing reported that Jason VanWees will retire as Vice Chairman of Teledyne effective February 1, 2027. This amendment adds the terms of the Separation, Cooperation and General Release Agreement that Teledyne and Mr. VanWees entered into on September 25, 2026, which becomes effective October 3, 2026 after a seven-day revocation period. Under the Separation Agreement, Mr. VanWees retires as Vice Chairman on February 1, 2027 and then serves as strategic advisor to the Executive Chairman through his Separation Date of May 3, 2027. During that advisory period he will receive his regular base salary and may take remaining accrued vacation. Through December 31, 2027, he will also provide reasonable assistance and cooperation to Teledyne and its affiliates on matters tied to his employment. In exchange for these commitments, including cooperation and non-solicitation provisions, Teledyne will pay him a lump sum of $170,000, less standard deductions and withholding, within 30 days after the Separation Date. The agreement also contains a general release of claims, limited non-solicitation and non-disparagement provisions, non-disclosure agreements, and other customary terms. The full agreement is filed as Exhibit 10.1 and incorporated by reference.

Oct 2, 2026 8-K

Regulation FDExhibits & Filings

Teledyne Technologies 8-K Report, Executive Changes (Sep 28, 2026)

Teledyne Technologies Incorporated (NYSE: TDY) filed an 8-K on September 28, 2026 under Item 5.02 to report that Jason VanWees, Vice Chairman, will retire from his position effective February 1, 2027, when he will be age 55. The filing attaches a press release (Exhibit 99.1) that also announces Mary Grace DeForest's appointment as Corporate Vice President of Investor Relations and Mergers and Acquisitions, effective November 1, 2026. DeForest is currently Senior Vice President and General Manager of Teledyne Microwave. The press release credits VanWees with leading the identification and acquisition of 75 complementary businesses for cumulative consideration of $12.8 billion, and with leading Teledyne's discussions with the investment community for decades. It also cites a compound annual shareholder return greater than 17% over nearly 27 years as an independent company, with sales and market capitalization growing approximately 8x and over 100x, respectively, over the same period. Robert Mehrabian, Executive Chairman, states that he and VanWees have been equal partners overseeing growth strategy and capital allocation. The filing describes a planned, overlapping transition: VanWees's retirement and DeForest's appointment are structured to ensure continuity in the investor relations and M&A role. No financial results or guidance are included in this filing.

Sep 28, 2026 8-K

Teledyne Technologies 8-K Report, Regulation FD Disclosure (Aug 10, 2026)

On August 10, 2026, Teledyne Technologies Incorporated (TDY) and Varex Imaging Corporation (VREX) announced a definitive merger agreement under which Teledyne will acquire all outstanding Varex common shares for $18.90 per share in cash. The filing states the aggregate transaction value is approximately $1.1 billion, taking into account Varex's equity awards and net debt as of April 3, 2026. The transaction was unanimously approved by both companies' Boards of Directors. According to the joint press release, Varex makes X-ray tubes, flat panel and photon counting detectors, and connect and control accessories used in medical diagnostic imaging, non-destructive inspection, security and vehicle inspection, and analysis and measurement applications. Teledyne's Executive Chairman Robert Mehrabian characterized the products as complementary with minimal overlap, noting Varex provides detectors suited for high-radiation environments such as oncology and advanced photon counting detectors that Teledyne does not offer. Varex's CEO Sunny Sanyal described the deal as providing a substantial premium for Varex shareholders. The transaction is expected to close in early 2027, subject to customary closing conditions including regulatory approvals and Varex stockholder approval. Varex will file a proxy statement for a special stockholder meeting. The filing is announced under Regulation FD, and the press release is furnished as Exhibit 99.1.

Aug 10, 2026 8-K

Leadership ChangesShareholder MattersCorporate Changes+2

Teledyne Technologies 8-K Report, Financial Results (Jul 22, 2026)

Teledyne Technologies Incorporated (NYSE:TDY) reported second quarter 2026 results in Exhibit 99.1, describing the quarter as the strongest in the company's history for orders, sales and operating profit. Net sales were $1,662.5 million, up 9.8% from $1,513.7 million a year earlier. GAAP net income attributable to Teledyne was $251.7 million, or $5.37 per diluted share, compared with $209.9 million, or $4.43, in the prior-year quarter. Non-GAAP diluted EPS was $6.28, compared with $5.20 a year earlier, an increase of 20.8%. Operating margin was 20.0% on a GAAP basis and 23.4% on a non-GAAP basis. Digital Imaging drove the results, with net sales of $868.7 million (up 12.7%) and operating income of $170.2 million (up 42.3%), supported by infrared detectors and systems for defense and commercial uses. Instrumentation sales rose 5.5% to $387.8 million while its operating income was roughly flat at $101.4 million, reflecting unfavorable product mix. Aerospace and Defense Electronics and Engineered Systems also grew sales, to $286.4 million and $119.6 million respectively. Management reported approximately $5.0 billion of funded backlog and repaid $450 million of gross debt at the beginning of the quarter, leaving net debt at $1,686.9 million versus $2,123.0 million at December 28, 2025. The company raised its full-year 2026 outlook, with GAAP diluted EPS now expected at $20.73 to $20.99 (previously $20.08 to $20.44) and non-GAAP diluted EPS at $24.45 to $24.65 (previously $23.85 to $24.15). Third-quarter 2026 guidance is GAAP EPS of $5.10 to $5.25 and non-GAAP EPS of $6.05 to $6.15. The filing also notes management's continued review of acquisitions and a list of risk factors, including the 2026 conflict involving the United States and Iran, tariffs, and supply chain constraints.

Jul 22, 2026 8-K

Teledyne Technologies 8-K Report, Executive Changes (Apr 23, 2026)

Teledyne Technologies Incorporated (TDY) filed this Form 8-K on April 23, 2026 to report several governance and compensation actions following its 2026 Annual Meeting of Stockholders held April 22, 2026. The Personnel and Compensation Committee, on April 21, 2026, approved effective April 1, 2026 base salary increases for three named executive officers: Stephen F. Blackwood (Executive Vice President and Chief Financial Officer) from $640,000 to $660,000, Jason VanWees (Vice Chairman) from $595,000 to $613,000, and Melanie S. Cibik (Executive Vice President, General Counsel, Chief Compliance Officer and Secretary) from $585,000 to $603,000. Starting in 2026, Mr. Blackwood and Ms. Cibik become eligible for stock option grants with grant-date fair value equal to 95% and 90% of base salary, respectively. Stockholders approved the Amended and Restated 2014 Incentive Award Plan, which adds 4,000,000 shares, reduces the share-counting ratio for full value awards from 2.93 to 2.45 shares, extends the plan term to 2036, and removes the performance-based cash bonus option. Stockholders also approved a Restated Certificate of Incorporation allowing holders of at least 25% of combined voting power to call special meetings, and the Board adopted related Sixth Amended and Restated Bylaws setting procedural requirements for such requests. Non-employee director annual aggregate compensation limit under the plan rises from $750,000 to $1,000,000. At the meeting, Michelle A. Kumbier and Robert A. Malone were elected as Class III directors, Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2026, and the non-binding say-on-pay advisory resolution passed, with 38,895,426 votes for and 1,717,586 against.

Apr 23, 2026 8-K

Material AgreementsExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Apr 22, 2026)

Teledyne Technologies Incorporated (NYSE: TDY) reported record first quarter 2026 sales, non-GAAP diluted earnings per share and operating margin in an 8-K furnished under Item 2.02 on April 22, 2026. First quarter net sales were $1,560.1 million, up 7.6% from $1,449.9 million a year earlier. GAAP net income attributable to Teledyne was $226.8 million, or $4.85 per diluted share, compared with $3.99 a year earlier, while non-GAAP diluted earnings per share were $5.80, up 17.2% from $4.95. GAAP operating margin was 18.9% versus 17.9%, and non-GAAP operating margin was 22.6% versus 22.0%. Management raised its full-year 2026 outlook. GAAP diluted EPS is now expected at $20.08 to $20.44, up from $19.76 to $20.22, and non-GAAP diluted EPS at $23.85 to $24.15, up from $23.45 to $23.85. Second quarter 2026 guidance calls for GAAP diluted EPS of $4.75 to $4.90 and non-GAAP diluted EPS of $5.70 to $5.80. Digital Imaging was the largest contributor, with net sales of $816.9 million and operating income of $141.7 million, while Aerospace and Defense Electronics posted the strongest segment growth. Balance sheet metrics improved over the quarter. Net debt fell to $1,954.9 million at March 29, 2026, from $2,123.0 million at December 28, 2025, and cash rose to $521.4 million. Free cash flow was $204.3 million, versus $224.6 million a year earlier, as operating cash flow fell to $234.0 million and capital expenditures rose to $29.7 million. After quarter-end, the company made a $450.0 million debt maturity payment, and the filing states a quarter-end consolidated leverage ratio of 1.3x. The company also completed the DD-Scientific acquisition during the quarter.

Apr 22, 2026 8-K

Teledyne Technologies 8-K Report, Material Agreement (Feb 26, 2026)

Teledyne Technologies Incorporated (TDY) filed a Current Report on Form 8-K disclosing an amendment to its existing credit facility. Teledyne is a party to a Second Amended and Restated Credit Agreement dated June 10, 2024, with Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer. On February 25, 2026, Teledyne and the other parties entered into a First Amendment to that agreement. The First Amendment eliminates the Secured Overnight Financing Rate (SOFR) adjustment feature of the Credit Agreement and removes all references to it. The filing states that the SOFR adjustment in the original Credit Agreement was 0.10% (ten basis points). The filing does not describe any change to borrowing capacity, pricing other than the removal of this adjustment, or other financial terms. The full text of the First Amendment is filed as Exhibit 10.1 and incorporated by reference, along with an Inline XBRL cover page file (Exhibit 104).

Feb 26, 2026 8-K

Teledyne Technologies 8-K Report, Executive Changes (Jan 21, 2026)

Teledyne Technologies Incorporated (TDY) reported in this 8-K that director Kenneth C. Dahlberg will retire at the end of his term, which expires at the 2026 Annual Meeting of Stockholders, currently planned for April 22, 2026. The Board fixed the number of directors at 10 effective immediately before that meeting, with Class III directors reduced from three to two. At its January 20, 2026 meeting, the Personnel and Compensation Committee authorized 2025 Annual Incentive Plan cash bonuses, ranging from $499,900 to $1,611,100 for the named executive officers, and 2023-2025 Performance Plan payments, after performance goals were achieved at 50.9% of target. Restrictions on 69% of the 2023 performance-based restricted stock award will lapse on January 24, 2026, because Teledyne's stock performance was 69% of the S&P 500 Index over the three-year period ended December 31, 2025. The Committee also set 2026 compensation opportunities, including AIP targets of 130% of base salary for CEO George C. Bobb III and 150% for Executive Chairman Robert Mehrabian. It approved 2026-2028 restricted stock unit and Performance Plan opportunities, and a one-time $3.3 million special retention performance-based restricted stock unit grant to Dr. Mehrabian under his Ninth Amended and Restated Employment Agreement dated December 16, 2025.

Jan 21, 2026 8-K

Teledyne Technologies 8-K Report, Financial Results (Jan 21, 2026)

Teledyne Technologies Incorporated (NYSE: TDY) reported record fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Fourth quarter net sales were $1,612.3 million, up 7.3% from $1,502.3 million, and GAAP net income attributable to Teledyne was $275.6 million, or $5.84 per diluted share, compared with $4.20 a year earlier. Non-GAAP diluted EPS was $6.30, an increase of 14.1% from $5.52. For the full year, net sales were $6,115.4 million, up 7.9%, and GAAP diluted EPS was $18.88 versus $17.21, while non-GAAP diluted EPS was $21.99 versus $19.73. Operating margin was 18.8% for 2025 and non-GAAP operating margin was 22.6%. Cash generation and balance sheet highlights include fourth quarter cash from operations of $379.0 million and free cash flow of $339.2 million, with full year free cash flow of $1,074.0 million. The company repurchased about 0.8 million shares for $400.0 million in the fourth quarter at a weighted average price of $507.52, and full-year acquisition spending was approximately $850.0 million. Net debt was $2,123.0 million at year-end, and the consolidated leverage ratio was 1.4x. For 2026, management guided to full-year GAAP diluted EPS of $19.76 to $20.22 and non-GAAP diluted EPS of $23.45 to $23.85, with first quarter GAAP EPS of $4.45 to $4.59 and non-GAAP EPS of $5.40 to $5.50. The release also notes the completed carve-out acquisition of TransponderTech and the January 14, 2026 acquisition of DD-Scientific.

Jan 21, 2026 8-K

Leadership ChangesOther EventsExhibits & Filings

Teledyne Technologies 8-K Report, Executive Changes (Jan 2, 2026)

Teledyne Technologies Incorporated (TDY), listed on the New York Stock Exchange, filed this Form 8-K dated December 30, 2025 (signed January 2, 2026) to report a board change under Item 5.02. Director Denise R. Singleton informed the Board of Directors of her decision to retire, effective January 1, 2026, citing potential meeting conflicts. The filing does not disclose any financial results, operational developments, or transaction terms. Following Ms. Singleton's retirement, the Board has fixed the number of directors at 11, effective January 1, 2026, and the number of Class 1 directors has been reduced from four to three. The filing contains no details on successor appointments, compensatory arrangements, or the reasons for the board size change beyond the stated scheduling conflicts. For investors, this is a routine governance update with no stated effect on Teledyne's financial position or operations. The filing is signed by Melanie S. Cibik, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary.

Jan 2, 2026 8-K

Teledyne Technologies 8-K Report, Executive Changes (Dec 18, 2025)

Teledyne Technologies Incorporated (TDY) reported in this Form 8-K, filed December 18, 2025, that on December 16, 2025 its Personnel and Compensation Committee and Board approved new employment and compensation terms for Executive Chairman Dr. Robert Mehrabian and President and CEO George C. Bobb III. Dr. Mehrabian's Ninth Amended and Restated Employment Agreement runs through December 31, 2028, with a base salary of $1,300,000 effective January 1, 2026, a 150% AIP target, a 110% performance plan target, annual restricted stock grants of at least 110% of base salary, and a one-time special retention performance-based restricted stock award of $3.3 million granted in 2026. Mr. Bobb's base salary will be $1,000,000 effective January 1, 2026, with a 130% AIP target, a 140% performance plan target, restricted stock grants of at least 140% of base salary, and stock option grants with a fair value equal to 140% of base salary beginning in 2026. In a separate Item 8.01 disclosure, the Board approved a revised Sixth Amended and Restated Bylaws that would allow stockholders holding, in the aggregate, at least 25% of the combined voting power to call a special meeting of stockholders. The bylaws are conditioned on stockholder approval, at the 2026 annual meeting, of a corresponding amendment to the Restated Certificate of Incorporation, and the current bylaws remain in effect until then. For investors, the filing mainly points to a governance change that would expand shareholder rights if approved, alongside compensation terms that tie a large share of executive pay to performance-based equity and set out the Executive Chairman's responsibilities for M&A, strategic planning, and technology and margin expansion initiatives.

Dec 18, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Oct 22, 2025)

Teledyne Technologies Incorporated (NYSE: TDY) reported record third quarter 2025 net sales of $1,539.5 million, up 6.7% from $1,443.5 million a year earlier, and record quarterly non-GAAP diluted earnings per share of $5.57 (versus $5.10 in the prior-year quarter, a 9.2% increase). GAAP diluted EPS was $4.65, compared with $5.54 in the third quarter of 2024, as net income attributable to Teledyne fell to $220.7 million from $262.0 million. The prior-year GAAP results were boosted by $61.7 million of FLIR-related tax benefits, and the current quarter absorbed $55.1 million of acquired intangible amortization. Record quarterly cash from operations of $343.1 million and free cash flow of $313.9 million were reported, and the company ended the quarter with a consolidated leverage ratio of 1.4x and net debt of $2,004.8 million. Management raised its full-year 2025 outlook, with GAAP diluted EPS now expected at $17.83 to $18.05 (previously $17.59 to $17.97) and non-GAAP diluted EPS at $21.45 to $21.60 (previously $21.20 to $21.50). Fourth-quarter 2025 GAAP diluted EPS is guided to $4.76 to $4.98 and non-GAAP to $5.73 to $5.88. Executive Chairman Robert Mehrabian noted that defense-related businesses and new acquisitions performed strongly, but said management was measured on near-term award and shipment expectations because of the ongoing U.S. Government shutdown. The release also announced a pending carve-out acquisition of TransponderTech. Separately, the board was expanded to 12 directors with the appointment of George C. Bobb III, the company's President and CEO since April 28, 2025, as a Class II director, and Laura A. Black, a Managing Director of Needham & Company, LLC, as a Class I director. Both terms expire at the 2027 Annual Meeting. Ms. Black will join the Audit Committee and the Nominating and Governance Committee.

Oct 22, 2025 8-K/A

Earnings & ResultsOther EventsExhibits & Filings

Teledyne Technologies 8-K/A Report, Executive Changes (Jul 23, 2025)

Teledyne Technologies Incorporated (TDY) filed Amendment No. 2 to its April 28, 2025 Form 8-K to disclose compensation arrangements for George C. Bobb III, who was appointed President and Chief Executive Officer effective April 28, 2025. The original filing reported the appointment, but the compensation terms were not yet determined or available at that time. This amendment supplies those terms. On July 22, 2025, the Personnel and Compensation Committee of the Board of Directors, after consulting its independent compensation consultant, approved a one-time grant of 4,660 stock options to Mr. Bobb with a grant date fair value of $1.0 million. The Board subsequently ratified the grant. The filing describes this as a one-time award tied to his promotion to CEO. For investors, the disclosure is narrow: it fills in the equity compensation element of the CEO transition and does not report changes to other executive pay, the company's financial results, or any other corporate actions.

Jul 23, 2025 8-K

Teledyne Technologies 8-K Report, Financial Results (Jul 23, 2025)

Teledyne Technologies Incorporated (NYSE:TDY) reported record second quarter 2025 net sales of $1,513.7 million, an increase of 10.2% compared with the second quarter of 2024, and filed this 8-K to furnish its earnings press release (Exhibit 99.1) under Item 2.02. GAAP net income attributable to Teledyne was $209.9 million, or $4.43 per diluted share, compared with $180.2 million, or $3.77 per diluted share, a year earlier. Non-GAAP diluted earnings per share were $5.20 versus $4.58 in the prior-year quarter. Management said sales grew organically in every segment and orders exceeded sales for the seventh consecutive quarter, while cautioning that the second quarter likely benefited from accelerated demand amid uncertain global trade policies and that it is exercising caution regarding the third quarter. The company raised the low end of its full-year 2025 non-GAAP EPS outlook to $21.20 to $21.50 (from $21.10 to $21.50) and raised its GAAP EPS outlook to $17.59 to $17.97 (from $17.35 to $17.83). Third-quarter 2025 non-GAAP EPS is guided to $5.35 to $5.45 and GAAP EPS to $4.39 to $4.54. Net debt was $2,306.5 million as of June 29, 2025, up from $1,999.2 million at December 29, 2024, and the quarter-end consolidated leverage ratio was 1.6x. Free cash flow was $196.3 million, down from $301.0 million, mainly reflecting higher income tax payments. Under Item 8.01, the Board authorized a new stock repurchase program of up to $2.0 billion of common stock on July 22, 2025, superseding prior open programs. The press release states that this replaces a previous authorization of which $896 million remained, and that management will continue to consider repurchases when it believes Teledyne is the best value acquisition available, while it also pursues acquisitions.

Jul 23, 2025 8-K/A

Teledyne Technologies 8-K/A Report, Executive Changes (May 5, 2025)

Teledyne Technologies Incorporated (TDY) filed this amendment to its April 28, 2025 Current Report to disclose compensation arrangements that were not determined or available when the original report was filed. The original report announced that Edwin Roks retired as Chief Executive Officer effective April 28, 2025. Under a Retirement, Severance and General Release Agreement dated April 30, 2025, Dr. Roks remains employed at current compensation through August 31, 2025 (the Separation Date) as strategic advisor to the Executive Chairman. Teledyne will pay him an aggregate cash severance of $1,800,000, paid in equal installments of $100,000 over 18 months from September 1, 2025 through February 1, 2027. He is also eligible for a prorated 2025 Annual Incentive Plan payment, to the extent one is payable. The agreement also includes continued health insurance contributions through December 31, 2026, followed by COBRA eligibility for eighteen months at his cost. Teledyne will provide tax advisory and immigration-related assistance, reimburse up to $100,000 in outplacement services and up to $100,000 in relocation costs, and provide price protection on the sale of his primary California residence. The agreement includes a general release of claims, limited non-solicitation and non-disparagement provisions, and other customary terms.

May 5, 2025 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

Teledyne Technologies 8-K Report, Executive Changes (Apr 28, 2025)

Teledyne Technologies Incorporated (NYSE: TDY) reported in this Form 8-K filed April 28, 2025 that Edwin Roks has retired as Chief Executive Officer, effective April 28, 2025, and will continue as a special advisor to Executive Chairman Robert Mehrabian through August 31, 2025. George C. Bobb III, previously President and Chief Operating Officer since January 1, 2024, was named President and Chief Executive Officer effective immediately, with George reporting directly to Dr. Mehrabian. In connection with his promotion, the Board of Directors increased Mr. Bobb's annual base salary from $665,000 to $900,000 and raised his target opportunity for the 2025 AIP from 100% to 120% (on a prorated basis). Mr. Bobb, age 50, joined Teledyne in 2008 and previously led the Aerospace and Defense Electronics Segment, with executive responsibility for Marine Instrumentation, the Engineered Systems Segment, Teledyne Scientific & Imaging, LLC, and Information Technology functions. The press release attached as Exhibit 99.1 states that Mr. Mehrabian and Mr. Bobb will continue the development and execution of Teledyne's growth strategy, and it credits Mr. Roks with contributions to growth in digital imaging and technology advancement across the portfolio, following 20 years of service.

Apr 28, 2025 8-K

Teledyne Technologies 8-K Report, Executive Changes (Apr 24, 2025)

Teledyne Technologies Incorporated (TDY) filed this Form 8-K on April 24, 2025, reporting four matters: compensation changes for named executive officers, amendments to its charter adopting majority voting provisions, the results of its 2025 Annual Meeting of Stockholders held April 23, 2025, and a stockholder proposal on calling special meetings. Effective April 1, 2025, the Personnel and Compensation Committee, with Board ratification, increased annual base salaries for George C. Bobb III (President and Chief Operating Officer) from $640,000 to $665,000, Jason VanWees (Vice Chairman) from $575,000 to $595,000, and Stephen F. Blackwood (Executive Vice President and Chief Financial Officer) from $520,000 to $640,000. Stockholders approved amendments to the Restated Certificate of Incorporation that replace several supermajority thresholds with a majority-of-outstanding-shares standard. The changes cover adopting, amending or repealing bylaws (previously 75%), removing a director for cause (previously 75%), adopting or authorizing a Fundamental Change (previously two-thirds), and altering or repealing charter provisions (previously 75%). The Certificate of Amendment is filed as Exhibit 3.1. At the annual meeting, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith were elected as Class II directors for two-year terms expiring in 2027. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025 (42,500,876 for, 475,165 against) and approved the non-binding advisory resolution on executive compensation (38,532,145 for, 1,768,219 against). A stockholder proposal to support the ability to call a special shareholder meeting received 23,804,387 votes for and 16,492,022 against. Charles Crocker retired from the Board immediately before the meeting.

Apr 24, 2025 8-K

Teledyne Technologies 8-K Report, Financial Results (Apr 23, 2025)

Teledyne Technologies Incorporated (NYSE:TDY) reported first quarter 2025 net sales of $1,449.9 million, up 7.4% from $1,350.1 million a year earlier, with net income attributable to Teledyne of $188.6 million, or $3.99 per diluted share, compared with $178.5 million ($3.72 per diluted share) in the first quarter of 2024. Non-GAAP diluted earnings per share was $4.95, against $4.55 a year earlier. GAAP operating margin was 17.9% and non-GAAP operating margin was 22.0%. Cash provided by operating activities was $242.6 million and free cash flow was $224.6 million. Growth was led by the Aerospace and Defense Electronics segment, where sales rose 30.6% to $242.5 million, including $42.3 million of incremental defense electronics sales from recent acquisitions. The company spent $757.6 million on the acquisitions of Micropac and Qioptiq, financed from cash on hand and credit facility borrowings. Net debt rose to $2,503.3 million as of March 30, 2025, from $1,999.2 million at December 29, 2024. The company cited a quarter-end consolidated leverage ratio of 1.8x. Management said quarter-end backlog was an all-time record and that orders exceeded sales for the sixth consecutive quarter. Teledyne maintained its full-year 2025 non-GAAP diluted EPS outlook of $21.10 to $21.50, and its GAAP diluted EPS outlook of $17.35 to $17.83. For the second quarter, it expects GAAP diluted EPS of $4.00 to $4.15 and non-GAAP diluted EPS of $4.95 to $5.05. Management said it chose to maintain the prior earnings outlook given the current very unpredictable environment, and the filing cites tariffs, government spending and geopolitical risks as key uncertainties.

Apr 23, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Executive Changes (Jan 22, 2025)

Teledyne Technologies Incorporated's Personnel and Compensation Committee, at its January 21, 2025 meeting, authorized payment of 2024 fiscal year Annual Incentive Plan (AIP) cash bonuses to five Named Executive Officers identified in the company's 2024 Proxy Statement. The largest AIP award was $1,176,100 for Executive Chairman Robert Mehrabian, followed by $769,800 for CEO Edwin Roks, $584,200 for President and COO George C. Bobb III, $438,600 for Vice Chairman Jason VanWees, and $317,300 for Senior Vice President and CFO Stephen F. Blackwood. The Board ratified these actions. The Committee also authorized payment of cash Performance Plan awards for the 2022-2024 performance period, finding that performance goals were achieved at 70.3% of target. Payments ranged from $126,540 (Blackwood) to $1,237,280 (Mehrabian). The Committee set 2025 AIP goals and established a 2025-2027 Performance-Based Restricted Stock Unit Award Program and a 2025-2027 cash Performance Plan. AIP awards are weighted 40% to operating profit, 25% to revenue, 15% to managed working capital as a percentage of revenue, and 20% to individual objectives, with up to 200% of target payable for significant over-achievement and an AIP pool not to exceed 11% of operating profit. The 2025-2027 restricted stock units vest based on Teledyne's three-year total shareholder return relative to the S&P 500 Index, with no vesting below the 25th percentile. The 2025-2027 Performance Plan is weighted 40% to operating profit, 30% to revenue and 30% to total shareholder return against the S&P 500 Index.

Jan 22, 2025 8-K

Teledyne Technologies 8-K Report, Financial Results (Jan 22, 2025)

Teledyne Technologies Incorporated reported record fourth-quarter 2024 net sales of $1,502.3 million, up 5.4% from $1,425.0 million a year earlier, and record non-GAAP diluted earnings per share of $5.52. GAAP diluted EPS fell to $4.20 from $6.75, reflecting $52.5 million of non-cash trademark impairments, $49.7 million of acquired intangible amortization, and lower FLIR-related tax benefits ($16.6 million versus $102.2 million). For full year 2024, net sales were $5,670.0 million, up 0.6%, with GAAP diluted EPS of $17.21 (versus $18.49) and non-GAAP diluted EPS of $19.73. Record cash from operations of $1,191.9 million and free cash flow of $1,108.2 million supported $1.1 billion of capital deployment across debt repayment, share repurchases and acquisitions, with the quarter-end Consolidated Leverage Ratio at 1.5x. The company guided to full-year 2025 GAAP diluted EPS of $17.70 to $18.20 and non-GAAP diluted EPS of $21.10 to $21.50, with first-quarter 2025 GAAP EPS of $3.90 to $4.04 and non-GAAP EPS of $4.80 to $4.90. The outlook includes the recently completed Micropac acquisition but excludes the pending purchase of select aerospace and defense electronics businesses from Excelitas Technologies Corp. Management expects to deploy approximately $770 million on acquisitions in the first quarter of 2025. Management also cited a strong U.S. dollar and an unpredictable geopolitical environment as reasons for continued vigilance. Segment results were mixed. Digital Imaging operating income fell to $90.8 million from $134.3 million, mainly due to the $49.5 million trademark impairment, while Instrumentation operating income rose 11.1% and Aerospace and Defense Electronics rose 12.8%. Engineered Systems operating income declined 20.3%. The filing also reports that director Charles Crocker will retire at the end of his term at the 2025 Annual Meeting of Stockholders, and that the Board will reduce its size from 11 to 10 directors effective immediately before that meeting.

Jan 22, 2025 8-K

Teledyne Technologies 8-K Report, Financial Results (Oct 23, 2024)

Teledyne Technologies Incorporated (NYSE:TDY) reported third quarter 2024 results in Exhibit 99.1, a press release dated October 23, 2024. Third quarter net sales were $1,443.5 million, up from $1,402.5 million, an increase of 2.9%, described as an all-time record quarterly sales figure. GAAP net income attributable to Teledyne was $262.0 million, or $5.54 per diluted share, versus $198.6 million ($4.15) a year earlier, while non-GAAP diluted EPS was $5.10 compared with $5.05. The quarter's GAAP results were lifted by $62.3 million of net discrete income tax benefits, primarily from resolving an uncertain tax position tied to a pre-acquisition FLIR tax matter. Management said orders exceeded sales for the fourth consecutive quarter, and that demand remained robust in defense, space and energy, while commercial businesses have stabilized or are recovering. Segment results were mixed. Digital Imaging net sales fell 1.0% and operating income fell 9.1%, driven by lower industrial automation imaging and X-ray sales. Instrumentation sales rose 6.3% and operating income rose 12.6%, led by marine instrumentation, while Aerospace and Defense Electronics sales rose 9.2% and Engineered Systems sales rose 9.4%. Year-to-date, the company repurchased $332.6 million of stock through September 2024, and management cited estimated repurchases of approximately $354 million through October 2024. Net debt was $2,237.0 million at September 29, 2024, down from $2,596.6 million at December 31, 2023. For full year 2024, the company raised its GAAP diluted EPS outlook to $17.28 to $17.42, from $15.87 to $16.13, and narrowed its non-GAAP diluted EPS outlook to $19.35 to $19.45, from $19.25 to $19.45. Fourth quarter 2024 non-GAAP diluted EPS is expected to be in the range of $5.13 to $5.23.

Oct 23, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Jul 24, 2024)

Teledyne Technologies Incorporated (NYSE:TDY) reported second quarter 2024 net sales of $1,374.1 million, compared with $1,424.7 million in the second quarter of 2023, a decrease of 3.6%. GAAP net income attributable to Teledyne was $180.2 million ($3.77 diluted earnings per share), versus $185.3 million ($3.87) a year earlier, a decrease of 2.8%. Non-GAAP diluted earnings per share was $4.58, compared with $4.67 in the prior-year quarter. Orders exceeded sales for the third consecutive quarter, and the company cited record backlog. Management said it is reasonably confident quarterly sales will increase sequentially and that year-over-year growth will return in the second half of 2024. Cash flow was a standout. Cash provided by operating activities was $318.7 million, described as an all-time record, and free cash flow was $301.0 million. The company made a $450 million debt maturity payment during the quarter and completed the Valeport and Adimec acquisitions for aggregate consideration of $123.6 million. Net debt fell to $2,354.2 million at June 30, 2024, from $2,596.6 million at December 31, 2023, and the quarter-end Consolidated Leverage Ratio was 1.7x. The company repurchased approximately 0.5 million shares for $193.8 million in the quarter and expects stock repurchases to continue under its current $1.25 billion authorization. Guidance was mixed. The company affirmed its full-year 2024 non-GAAP diluted EPS outlook of $19.25 to $19.45, while its GAAP diluted EPS outlook is $15.87 to $16.13. For the third quarter, management projects non-GAAP diluted EPS of $4.90 to $5.00 and GAAP diluted EPS of $4.02 to $4.16. Segment results were uneven: Digital Imaging sales fell 6.8%, Engineered Systems sales fell 8.7%, while Instrumentation rose 1.6% and Aerospace and Defense Electronics rose 4.5%.

Jul 24, 2024 8-K

Teledyne Technologies 8-K Report, Material Agreement (Jun 12, 2024)

On June 10, 2024, Teledyne Technologies Incorporated (TDY), as borrower and guarantor, together with certain foreign subsidiaries designated as borrowers and its subsidiary Teledyne FLIR, LLC as subsidiary guarantor, entered into a Second Amended and Restated Credit Agreement. The new agreement amends and restates in its entirety the Prior Credit Agreement dated March 4, 2021, as amended in October 2021 and April 2023. The facility provides for aggregate revolving loan commitments of up to $1,200,000,000, letters of credit with an aggregate face amount of up to $500,000,000, and swing line loans of up to $10,000,000. Loans mature on June 10, 2029. Interest accrues at variable rates, based on Term SOFR or Base Rate for U.S. dollar loans and Alternative Currency rates for other currencies, plus an applicable margin tied to Teledyne's public long-term unsecured debt ratings. Teledyne Netherlands B.V. and Teledyne Digital Imaging, Inc. are designated borrowers, and Teledyne has guaranteed their obligations. The filing states that the covenants, representations and events of default are substantially similar to those in the Prior Credit Agreement. The agreement is filed as Exhibit 10.1, and the filing also reports the related direct financial obligation under Item 2.03.

Jun 12, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Bylaw Amendment (Apr 25, 2024)

Teledyne Technologies Incorporated (TDY) filed this Form 8-K to report results from its 2024 Annual Meeting of Stockholders, held April 24, 2024, and to disclose amendments to its Restated Certificate of Incorporation and bylaws. Stockholders approved a phased-in declassification of the Board of Directors, under which all directors will be elected annually beginning at the 2027 Annual Meeting, and approved officer exculpation from monetary damages for breach of fiduciary duty to the extent permitted under the Delaware General Corporation Law. The Fifth Amended and Restated Bylaws were updated to reflect the same board declassification provisions. At the meeting, Denise R. Singleton, Simon M. Lorne, Vincent J. Morales and Wesley W. von Schack were elected as Class I directors for three-year terms expiring at the 2027 Annual Meeting. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024, approved the non-binding advisory resolution on executive compensation, and approved a stockholder proposal to adopt simple majority voting. The vote on the executive compensation resolution was 40,093,486 for and 1,736,666 against. The filing's exhibits include the Certificate of Amendment to the Restated Certificate of Incorporation, the Fifth Amended and Restated Bylaws, a blackline of those bylaws showing changes, and the cover page interactive data file.

Apr 25, 2024 8-K

Earnings & ResultsOther EventsExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Apr 24, 2024)

Teledyne Technologies Incorporated reported first quarter 2024 net sales of $1,350.1 million, down 2.4% from $1,383.3 million a year earlier, while orders rose 7.8% to $1,433.2 million. Net income attributable to Teledyne was $178.5 million, or $3.72 per diluted share, compared with $178.7 million, or $3.73, in the prior-year quarter. Non-GAAP diluted EPS was a record first-quarter $4.55, GAAP operating margin was 17.4%, and non-GAAP operating margin was a record 21.2%. Cash from operations of $291.0 million and free cash flow of $275.1 million were, respectively, a first-quarter record and an all-time record, per the filing. Management said sales were hurt by weaker shorter-cycle imaging and instrumentation markets. It now expects full-year 2024 sales in industrial automation and test and measurement to decline meaningfully, offset by marine, aviation and certain defense businesses, leaving full-year sales flat versus 2023. It also expects overall operating margin to stay flat. Full-year 2024 GAAP diluted EPS guidance was lowered to $16.02 to $16.27 from $17.15 to $17.53, and non-GAAP EPS guidance was lowered to $19.25 to $19.45 from $20.35 to $20.68. Balance sheet and capital allocation were also highlighted. Consolidated Leverage Ratio improved to 1.7x, net debt fell to $2,333.9 million from $2,596.6 million at December 31, 2023, and a $450 million debt maturity was paid on April 1, 2024. On April 23, 2024, the Board authorized a new stock repurchase program of up to $1.25 billion, superseding prior programs, and the company plans approximately $250.0 to $300.0 million of repurchases under it. The filing also notes the completed acquisition of Valeport on April 10, 2024 and a pending acquisition of Adimec Holdings B.V.

Apr 24, 2024 8-K

Teledyne Technologies 8-K Report, Executive Changes (Jan 25, 2024)

Teledyne Technologies Incorporated (TDY) filed this Form 8-K under Item 5.02 to disclose compensation actions taken by its Personnel and Compensation Committee at a meeting on January 23, 2024, which the Board of Directors ratified. The Committee authorized 2023 fiscal year Annual Incentive Plan (AIP) cash bonuses for the Named Executive Officers, with Robert Mehrabian (Executive Chairman) receiving $1,352,500, Edwin Roks (Chief Executive Officer) $335,700, George C. Bobb III (President and Chief Operating Officer) $429,100, Jason VanWees (Vice Chairman) $365,300, and Susan L. Main (former Senior Vice President and Chief Financial Officer) $362,000. The Committee also authorized payouts under the cash Performance Plan for the 2021-2023 performance period, where performance goals were achieved at 118.9% of target. Payments ranged from $237,894 for Bobb to $1,823,896 for Mehrabian, with Roks receiving $357,336, VanWees $269,455 and Main $271,415. Looking forward, the Committee set 2024 AIP goals and established a 2024-2026 Performance-Based Restricted Stock Unit Award program and a 2024-2026 three-year Performance Plan. AIP awards are weighted 40% operating profit, 25% revenue, 15% managed working capital as a percentage of revenue and 20% individual objectives, with a pool capped at 11% of operating profit. The restricted stock units vest based on three-year total shareholder return relative to the S&P 500, and the Performance Plan is weighted 40% operating profit, 30% revenue and 30% total shareholder return. Target levels for these 2024 programs are expressed as percentages of base salary, with Roks carrying the highest targets.

Jan 25, 2024 8-K

Leadership ChangesOther EventsExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Jan 24, 2024)

Teledyne Technologies Incorporated (NYSE:TDY) furnished an 8-K under Item 2.02 attaching its press release reporting fourth quarter and full fiscal year 2023 results. The company reported all-time record orders of $1,519.4 million and all-time record sales of $1,425.0 million for the fourth quarter, with fourth quarter net sales of $1,425.0 million versus $1,418.2 million a year earlier. Fourth quarter GAAP diluted earnings per share were $6.75 (non-GAAP $5.44), and full year GAAP diluted EPS was $18.49 (non-GAAP $19.69) on full year sales of $5,635.5 million. Net income attributable to Teledyne for the full year was $885.7 million, compared with $788.6 million for 2022. Fourth quarter GAAP results were boosted by $102.2 million of acquisition-related discrete income tax benefits, and the release notes that the quarter's effective tax rate was negative 27.3%. Management attributed sales growth mainly to marine, medical and aerospace businesses, offsetting headwinds in industrial automation and laboratory instrumentation. Net debt declined to $2,596.6 million at December 31, 2023 from $3,282.5 million a year earlier, and the company repaid approximately $680 million of debt during 2023. The consolidated leverage ratio improved to 1.9x. For 2024, management guided to full year GAAP diluted EPS of $17.15 to $17.53 and non-GAAP diluted EPS of $20.35 to $20.68, with first quarter 2024 GAAP diluted EPS of $3.73 to $3.86 and non-GAAP of $4.55 to $4.65. The company expects an annual tax rate of 22.5% before discrete items. The release also lists risk factors including foreign currency, interest rates, supply chain, defense spending, Boeing 737 MAX production issues and geopolitical conflicts.

Jan 24, 2024 8-K

Teledyne Technologies 8-K Report, Executive Changes (Oct 25, 2023)

On October 24, 2023, Teledyne Technologies Incorporated (NYSE: TDY) announced a leadership transition effective January 1, 2024. Robert Mehrabian, currently Chairman, President and Chief Executive Officer, will become Executive Chairman, with primary responsibility for managing the Board and directing mergers and acquisitions, strategic planning, technology, and margin expansion. Edwin Roks, currently Executive Vice President, will become Chief Executive Officer, and George C. Bobb III, currently Executive Vice President, will become President and Chief Operating Officer. Melanie S. Cibik, currently Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, will become Executive Vice President, General Counsel, Chief Compliance Officer and Secretary. Jason VanWees, Vice Chairman, will continue in his current role. The Mehrabian Employment Agreement was amended and extended through December 31, 2026. It sets his base salary at $1,100,000 effective January 1, 2024, a 150% annual incentive target, annual restricted stock grants equal to 100% of base salary, and a Performance Plan target equal to 100% of base salary. Compensation for Dr. Roks rises to a $900,000 base salary with a 120% target across incentive programs, and Mr. Bobb's base salary rises to $640,000 with a 100% target. Stephen F. Blackwood, who becomes Senior Vice President and Chief Financial Officer effective December 1, 2023, will see his base salary increase from $416,000 to $520,000, with his 2023 AIP target raised from 60% to 80% on a prorated basis. Separately, the Board took action to declassify itself, subject to stockholder approval at the 2024 Annual Meeting. If approved, all directors would be elected annually starting at the 2027 Annual Meeting.

Oct 25, 2023 8-K

Teledyne Technologies 8-K Report, Financial Results (Oct 25, 2023)

Teledyne Technologies Incorporated (NYSE: TDY) reported record third quarter 2023 results, with net sales of $1,402.5 million, up 2.9% from $1,363.6 million a year earlier. GAAP net income attributable to Teledyne was $198.6 million, or $4.15 per diluted share, versus $178.3 million ($3.74 per share) in the third quarter of 2022. Non-GAAP net income was $241.9 million, or $5.05 per diluted share, compared with $216.5 million ($4.54 per share). GAAP operating margin was a record 18.8% and non-GAAP operating margin an all-time record 22.8%. Management attributed results to growth in marine, medical, aerospace and certain defense businesses, along with cost control, while noting that a stronger U.S. dollar and weakness in industrial automation and laboratory instrumentation affected revenue. The company raised its full-year 2023 outlook, with GAAP diluted EPS now expected at $15.82 to $15.96 (previously $15.60 to $15.88) and non-GAAP diluted EPS at $19.20 to $19.30 (previously $19.00 to $19.20). Fourth-quarter 2023 guidance calls for GAAP diluted EPS of $4.07 to $4.21 and non-GAAP diluted EPS of $4.95 to $5.05. The filing also states that the Consolidated Leverage Ratio improved to slightly below 2.0x and that Teledyne acquired Xena Networks on October 13, 2023. Balance sheet deleveraging continued during the first nine months of 2023, when Teledyne repaid approximately $680 million of debt. Net debt fell to $2,735.5 million as of October 1, 2023, from $3,282.5 million at January 1, 2023. Free cash flow for the third quarter was $255.2 million, compared with $252.2 million a year earlier, and $1,130.9 million remained available under the $1.15 billion credit facility.

Oct 25, 2023 8-K

Teledyne Technologies 8-K Report, Executive Changes (Jul 31, 2023)

Teledyne Technologies Incorporated (NYSE: TDY) filed this Form 8-K under Item 5.02 to announce executive changes, disclosed through a press release dated July 31, 2023 (Exhibit 99.1). George C. Bobb III was promoted to Executive Vice President effective July 25, 2023. He remains President of the Aerospace and Defense Electronics Segment and gains additional leadership responsibility for the Marine Instrumentation group, the Engineered Systems Segment, Teledyne Scientific & Imaging, and the Information Technology function. His new annual base salary was set at $546,000 by the Personnel and Compensation Committee on July 25, 2023. Susan L. Main, Senior Vice President and Chief Financial Officer, will retire effective December 1, 2023. She joined Teledyne in 2004 and had been CFO since 2012. Stephen F. Blackwood, currently Senior Vice President, Strategic Sourcing, Tax and Treasurer, will succeed her as Senior Vice President and CFO on December 1, 2023. The press release states that Blackwood has completed over $5 billion in debt financings since joining Teledyne in 2008 and helped reduce risks tied to the company's historic pension plan. The filing also notes that Luis Arrieta, previously Executive Director and Assistant Treasurer at Amgen Inc., has joined Teledyne as Executive Director and Associate Treasurer and is expected to become Vice President and Treasurer on December 1, 2023. Chairman, President and CEO Robert Mehrabian praised Main's leadership and described the transition as expected to be smooth.

Jul 31, 2023 8-K

Teledyne Technologies 8-K Report, Financial Results (Jul 26, 2023)

Teledyne Technologies Incorporated (NYSE: TDY) reported record second quarter 2023 net sales of $1,424.7 million, up 5.1% from $1,355.8 million a year earlier, along with record second quarter GAAP diluted earnings per share of $3.87 (versus $3.59) and record GAAP operating margin of 18.0%. Non-GAAP diluted EPS was $4.67 versus $4.43, and non-GAAP operating margin was 21.4%. Net sales and GAAP and non-GAAP operating margins increased year-over-year in every segment, with Digital Imaging, which includes Teledyne FLIR, showing orders and quarter-end backlog described as nearly records. The company reiterated its full-year 2023 non-GAAP diluted EPS outlook of $19.00 to $19.20 and set full-year 2023 GAAP diluted EPS guidance of $15.60 to $15.88, with third-quarter GAAP EPS of $3.76 to $3.90. Management expects $10.0 million to $12.0 million of further pretax FLIR-related integration costs in the second half of 2023 and is accelerating relocation of select Teledyne FLIR operations to existing sites. Balance sheet deleveraging continued: total debt fell to $3,353.3 million and net debt to $2,989.1 million as of July 2, 2023, from $3,282.5 million at January 1, 2023. The company repaid $570.0 million of debt in the first half, reduced gross debt by $620 million year-to-date through July 26, and stated its consolidated leverage ratio declined to 2.1x. Free cash flow for the quarter was $163.2 million.

Jul 26, 2023 8-K

Shareholder Matters

Teledyne Technologies 8-K Report, Shareholder Vote Results (Apr 27, 2023)

Teledyne Technologies Incorporated held its 2023 Annual Meeting of Stockholders on April 26, 2023, and this Form 8-K reports the results of the four matters put to a stockholder vote. Stockholders elected three Class III directors, Kenneth C. Dahlberg, Michelle A. Kumbier and Robert A. Malone, to three-year terms expiring at the 2026 Annual Meeting. Each nominee received more "for" votes than "against" votes, with 2,850,894 broker non-votes recorded on the director election, the executive compensation vote and the frequency vote. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2023, with 42,616,055 votes for and 1,295,991 against. In a non-binding advisory vote, stockholders approved Teledyne's executive compensation, with 38,743,383 votes for and 2,323,619 against. On the frequency of future advisory votes on executive compensation, "1 Year" received the most votes, at 40,503,563, compared with 502,310 for "3 Years," 15,017 for "2 Years" and 80,093 abstentions. Following this result, the Board determined that Teledyne will hold an advisory vote on executive compensation annually until the next required frequency vote.

Apr 27, 2023 8-K

Teledyne Technologies 8-K Report, Financial Results (Apr 26, 2023)

Teledyne Technologies Incorporated (NYSE: TDY) reported first quarter 2023 net sales of $1,383.3 million, up 4.7% from $1,321.0 million a year earlier, with revenue and operating profit growing in every segment. GAAP net income attributable to Teledyne was $178.7 million, or $3.73 per diluted share, compared with $212.6 million ($4.46 per diluted share) in the first quarter of 2022. Non-GAAP diluted earnings per share were $4.53, compared with $4.27 a year earlier. GAAP operating margin was 17.5% and non-GAAP operating margin was 21.1%. Operating cash flow was $203.0 million, compared with cash used in operations of $216.7 million in the prior-year quarter, which included a $296.4 million payment to the Swedish Tax Authority. The company reduced gross debt by $400 million, including a $300 million maturity repaid after quarter-end on April 3, 2023. Net debt was $3,155.2 million as of April 2, 2023, down from $3,282.5 million at January 1, 2023. Management said the consolidated leverage ratio declined to 2.3x after completing the ChartWorld International acquisition. For full year 2023, Teledyne projects GAAP diluted EPS of $15.80 to $16.05 and non-GAAP diluted EPS of $19.00 to $19.20, with the non-GAAP outlook reiterated. Second quarter 2023 GAAP diluted EPS is expected at $3.76 to $3.88 and non-GAAP at $4.56 to $4.66. The filing notes ongoing risks including supply chain constraints, interest rates, defense spending, and Russia-Ukraine conflict effects.

Apr 26, 2023 8-K

Teledyne Technologies 8-K Report, Executive Changes (Jan 26, 2023)

In a Current Report on Item 5.02, Teledyne Technologies Incorporated disclosed compensation actions taken by its Personnel and Compensation Committee at a January 24, 2023 meeting, which the Board of Directors ratified. The Committee authorized 2022 fiscal year Annual Incentive Plan (AIP) cash bonuses for five Named Executive Officers, ranging from $319,600 for Melanie S. Cibik to $1,464,900 for Chairman, President and Chief Executive Officer Robert Mehrabian. The bonuses were tied mainly to financial goals: 40% operating profit, 25% revenue, and 15% managed working capital as a percentage of revenue, with 20% tied to individual objectives. The Committee also set 2023 compensation framework terms. AIP target eligibility is 150% of base salary for Mehrabian, 80% for Susan L. Main, Jason VanWees and Edwin Roks, and 75% for Cibik. The AIP pool is generally capped at 11% of operating profit, and up to 200% of target can be paid for significant over-achievement. The Committee established a 2023-2025 Restricted Stock Award and a 2023-2025 Performance Plan, with grant and target levels stated as percentages of base salary for each executive. For investors, the filing mainly documents executive pay mechanics and performance linkages rather than company financial results. The restricted stock program ties vesting to Teledyne's three-year shareholder return relative to the S&P 500 Index, and the performance plan ties cash awards to operating profit, revenue and relative shareholder return.

Jan 26, 2023 8-K

Corporate ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Jan 25, 2023)

Teledyne Technologies Incorporated (NYSE:TDY) reported record fourth quarter and full year 2022 results in this Item 2.02 filing, which furnishes its January 25, 2023 earnings press release as Exhibit 99.1. Fourth quarter 2022 net sales were $1,418.2 million, up 3.1% from $1,375.7 million, and GAAP diluted EPS was $4.74 versus $3.39, with non-GAAP diluted EPS of $4.94 versus $4.56 in the prior-year quarter. For full year 2022, net sales rose 18.3% to $5,458.6 million and GAAP diluted EPS was $16.53 compared with $10.05 in 2021, while non-GAAP diluted EPS was $18.19. The company completed the acquisition of ETM, reduced its quarter-end Consolidated Leverage Ratio to 2.4x, and acquired ChartWorld International on January 3, 2023. Management issued 2023 guidance of GAAP diluted EPS of $15.80 to $16.10 and non-GAAP diluted EPS of $19.00 to $19.20, with first quarter 2023 GAAP EPS expected at $3.57 to $3.69 and non-GAAP EPS at $4.37 to $4.47. The company's annual expected tax rate for 2023 is 23.0% before discrete tax items. Net debt was $3,282.5 million at January 1, 2023, down from $3,624.7 million a year earlier, and cash provided by operating activities for full year 2022 was $486.8 million versus $824.6 million in 2021. The results were shaped by FLIR acquisition-related items, including acquired intangible asset amortization of $201.7 million for the full year 2022 and $4.0 million of pretax income from favorable resolution of FLIR integration costs. Full year 2022 non-GAAP operating margin was 21.4%, compared with 21.3% in 2021, and management cited inflation, a strong dollar, and parts shortages as headwinds during the year.

Jan 25, 2023 8-K

Teledyne Technologies 8-K Report, Bylaw Amendment (Dec 21, 2022)

Teledyne Technologies Incorporated (TDY) filed a Form 8-K on December 21, 2022 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws). On December 20, 2022, the Board of Directors approved the Company's Fourth Amended and Restated Bylaws, primarily to update the procedural mechanics for stockholder nominations of directors and to institute proxy access. The changes address Rule 14a-19 under the Securities Exchange Act of 1934 and reflect recent changes to the Delaware General Corporation Law. The Bylaws became effective upon Board approval. The amendments permit electronic meetings and delivery of notices by email, make technical updates tied to Delaware law and recent court decisions on forum selection provisions, add proxy access provisions, and require stockholders submitting Rule 14a-19 nominations to comply with that rule and provide the Board with information about the nominee. The filing does not report any financial results or quantified financial impact. For investors, this is a governance and shareholder-rights update rather than an operational or financial event. The filing attaches a redlined version of the Bylaws (Exhibit 3.1) and a clean version (Exhibit 3.2), with the full text of the Bylaws controlling over the summary in the filing.

Dec 21, 2022 8-K

Teledyne Technologies 8-K Report, Financial Results (Oct 26, 2022)

Teledyne Technologies Incorporated (NYSE: TDY) furnished this Form 8-K under Item 2.02 to report its third quarter 2022 results, with the press release attached as Exhibit 99.1. Third quarter net sales were $1,363.6 million, up 3.9% from $1,311.9 million a year earlier. GAAP operating margin reached a record 18.0% (versus 14.5%), and non-GAAP operating margin was 21.6% (versus 21.5%). Net income attributable to Teledyne was $178.3 million, or $3.74 per diluted share, compared with $134.1 million, or $2.81, in the prior-year quarter. Non-GAAP diluted EPS was $4.54, compared with $4.34. Cash provided by operating activities was a record $268.9 million, and free cash flow was $252.2 million. Management raised its full-year 2022 GAAP diluted EPS outlook to $15.46 to $15.60, from $15.13 to $15.45, and its full-year non-GAAP diluted EPS outlook to $17.70 to $17.80, from $17.45 to $17.70. For the fourth quarter, it expects GAAP diluted EPS of $3.67 to $3.80 and non-GAAP diluted EPS of $4.46 to $4.56. Net debt was $3,439.1 million at October 2, 2022, down from $3,624.7 million at January 2, 2022. The release also announced an agreement to acquire ETM-Electromatic, which management described as complementary to its defense electronics and healthcare imaging businesses. The Digital Imaging segment had the largest net sales ($777.9 million) and operating income ($133.7 million). The release notes that Digital Imaging's operating income increase was driven largely by lower acquired intangible amortization following the FLIR acquisition-related charges in the prior year, while excluding these items operating income declined slightly. Management cited a book-to-bill ratio of 1.06x and core sales growth of approximately 6.9%, offset by foreign currency translation.

Oct 26, 2022 8-K

Teledyne Technologies 8-K Report, Financial Results (Jul 27, 2022)

Teledyne Technologies Incorporated (TDY) reported second quarter 2022 results in Exhibit 99.1, a press release dated July 27, 2022. Net sales were $1,355.8 million, an increase of 20.9% from $1,121.0 million a year earlier, and GAAP net income was $171.3 million, or $3.59 per diluted share, compared with $64.7 million, or $1.48 per diluted share. Non-GAAP diluted earnings per share were $4.43, compared with $4.61 in the prior-year quarter. Organic sales growth was 8.2%, including the negative impact of foreign currency translation. The company reported record second-quarter sales and orders, with consolidated book-to-bill of 1.08x and backlog of over $3.0 billion. The Digital Imaging segment, which includes Teledyne FLIR, drove much of the increase, with net sales of $775.8 million, reflecting $167.6 million of incremental sales from the FLIR acquisition. The company revised its full-year 2022 GAAP diluted EPS outlook to $15.13 to $15.45, from $15.34 to $15.66, and its non-GAAP diluted EPS outlook to $17.45 to $17.70, from $17.75 to $18.00. Management attributed the revision to the recent and significant appreciation of the U.S. dollar, ongoing supply chain constraints and inflation. It still expects mid-single-digit organic sales growth in the second half and for full year 2022. Management also cited elevated inventory levels maintained to counter supply chain risk. Balance sheet and capital deployment were key themes. The quarter-end consolidated leverage ratio declined to 2.5x, and net debt was $3,666.9 million as of July 3, 2022, compared with $3,624.7 million at January 2, 2022. The company repaid $187.0 million of debt during the quarter, repurchased $75.0 million of fixed-rate senior notes, and recorded a $10.6 million non-cash gain on debt extinguishment. Having reached its targeted leverage range, management said it is again pursuing acquisitions and recently completed its first bolt-on acquisition at Teledyne FLIR, as well as a majority interest in NL Acoustics.

Jul 27, 2022 8-K

Shareholder Matters

Teledyne Technologies 8-K Report, Shareholder Vote Results (Apr 28, 2022)

Teledyne Technologies Incorporated reported the results of its 2022 Annual Meeting of Stockholders, held on April 27, 2022, in this Current Report on Form 8-K under Item 5.07. Stockholders elected four Class II directors, Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, to three-year terms expiring at the 2025 Annual Meeting. The filing also lists the continuing directors whose terms run to 2023 and 2024. Stockholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022, with 42,122,498 votes for and 259,561 against. In a non-binding advisory vote, stockholders approved the company's executive compensation, with 37,232,848 votes for and 2,034,674 against, and 110,784 abstentions and 3,031,825 broker non-votes. The filing is a routine governance disclosure of shareholder voting outcomes and reports no new financial results, guidance, or transactions.

Apr 28, 2022 8-K

Teledyne Technologies 8-K Report, Financial Results (Apr 27, 2022)

Teledyne Technologies Incorporated (NYSE:TDY) furnished a press release under Item 2.02 reporting its first quarter 2022 results, ended April 3, 2022. Net sales were $1,321.0 million, compared with $805.7 million in the first quarter of 2021, an increase of 64.0%, and the filing states that $452.6 million of the increase came from incremental net sales from the acquisition of FLIR Systems, Inc. Net income was $212.6 million, or $4.46 per diluted share, versus $84.7 million ($2.23 per diluted share) a year earlier. Results included net discrete income tax benefits of $56.5 million, including $50.0 million tied mainly to the resolution of certain FLIR tax reserves. Non-GAAP diluted earnings per share were $4.27, compared with $3.19 in the prior-year quarter. Cash flow was weaker. Cash used in operating activities was $216.7 million, which included a $296.4 million payment to the Swedish Tax Authority related to a disputed pre-acquisition 2018 tax reassessment issued to a FLIR subsidiary. Net debt rose to $3,847.5 million at April 3, 2022, from $3,624.7 million at January 2, 2022, and the filing notes the quarter-end Consolidated Leverage Ratio declined to 2.8x. Management raised its full-year 2022 GAAP diluted EPS outlook to $15.34 to $15.66 from $14.10 to $14.55, and narrowed its non-GAAP outlook to $17.75 to $18.00 from $17.60 to $18.00. Second-quarter 2022 GAAP EPS is guided to $3.44 to $3.55 and non-GAAP EPS to $4.32 to $4.40. The quarter's segment results were led by Digital Imaging, with net sales of $750.5 million and operating income of $115.7 million. Instrumentation, Aerospace and Defense Electronics, and Engineered Systems posted net sales of $308.9 million, $166.2 million, and $95.4 million, respectively. Management cited organic sales growth of 7.8% and noted supply chain constraints that affected working capital and cash flow.

Apr 27, 2022 8-K

Teledyne Technologies 8-K Report, Executive Changes (Jan 27, 2022)

Teledyne Technologies Incorporated (TDY) disclosed under Item 5.02 that its Personnel and Compensation Committee, at meetings on January 24 and 25, 2022 (ratified by the Board on January 25, 2022), took several executive compensation actions. The Committee authorized 2021 Annual Incentive Plan (AIP) cash bonuses to the Named Executive Officers identified in the 2021 Proxy Statement, including $1,884,600 for Chairman, President and CEO Robert Mehrabian, $1,021,800 for retired President and CEO Aldo Pichelli, $604,100 for Senior Vice President and CFO Susan L. Main, $576,600 for Vice Chairman Jason Vanwees, and $458,500 for Senior Vice President, General Counsel, Chief Compliance Officer and Secretary Melanie S. Cibik. For 2022, the Committee approved AIP goals with target awards expressed as a percentage of base salary: 150% for Mehrabian, 80% for Main and Vanwees, and 75% for Cibik. Awards are weighted 40% to operating profit, 25% to revenue, 15% to managed working capital as a percentage of revenue, and 20% to individual objectives, with up to 200% of target payable for significant over-achievement. The Committee also established the 2022-2024 Restricted Stock Award Program, with grant sizes of 160% of base salary for Mehrabian and 45% for Main, Vanwees and Cibik. Vesting depends on Teledyne's three-year stock performance relative to the S&P 500 Index, with full forfeiture if performance is below 35% of the index and partial forfeiture between 35% and 100%. The Committee also granted Mehrabian a one-time Restricted Stock Award of 7,017 shares on the same terms as the program, and set up a 2022-2024 three-year Performance Plan with cash payouts weighted 40% to operating profit, 30% to revenue and 30% to shareholder return versus the S&P 500, with target awards of 160% of base salary for Mehrabian and 45% for the other named officers.

Jan 27, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Financial Results (Jan 27, 2022)

Teledyne Technologies Incorporated (NYSE:TDY) reported record fourth quarter 2021 net sales of $1,375.7 million, up 70.0% from $809.3 million a year earlier, and record full-year 2021 net sales of $4,614.3 million, up 49.5%. The results were heavily shaped by the acquisition of FLIR Systems, Inc., which contributed $498.6 million of incremental net sales in the fourth quarter and $1,273.6 million for the full year. Fourth-quarter GAAP diluted EPS was $3.39 versus $3.48 a year earlier, while non-GAAP diluted EPS was $4.56 versus $3.68. Full-year GAAP diluted EPS was $10.05 and non-GAAP diluted EPS was $16.86, compared with $10.62 and $11.41 in 2020. Management cited record quarterly and annual cash flow from operations and a year-end Consolidated Leverage Ratio of 2.9x, down from 3.8x in May 2021. Net debt at January 2, 2022 was $3,624.7 million, compared with $105.4 million a year earlier, reflecting debt incurred to fund the cash portion of the FLIR acquisition. Teledyne repaid $645.0 million against its $1.0 billion Term Loan Credit Agreement during 2021. The filing also discloses a tax matter at a FLIR Swedish subsidiary: on January 26, 2022, the Administrative Court of Appeal in Stockholm determined an estimated tax liability of SEK 2.8 billion ($303.0 million). Teledyne does not intend to appeal and expects to pay in the first quarter of 2022, and $341.0 million was included in accrued liabilities at year-end. For 2022, the company issued full-year GAAP diluted EPS guidance of $14.10 to $14.55 and non-GAAP diluted EPS guidance of $17.60 to $18.00, with first-quarter 2022 GAAP guidance of $3.12 to $3.22 and non-GAAP guidance of $4.02 to $4.10. The non-GAAP outlook excludes acquired intangible asset amortization. The full information is contained in Exhibit 99.1, a press release announcing fourth quarter and full fiscal year 2021 financial results dated January 27, 2022.

Jan 27, 2022 8-K

Other Events

Teledyne Technologies 8-K Report, Corporate Update (Jan 26, 2022)

On January 26, 2022, the Administrative Court of Appeal in Stockholm, Sweden, issued a ruling in a tax dispute between the Swedish Tax Authority (STA) and a subsidiary of FLIR Systems, Inc. (FLIR), which Teledyne Technologies Incorporated acquired on May 14, 2021. The Appellate Court generally affirmed a March 2020 lower court ruling that assessed FLIR an estimated aggregate amount of taxes, penalties and interest of SEK 2.8 billion ($303.0 million). Teledyne states that it does not intend to appeal the decision and expects to pay the tax in the first quarter of 2022. The dispute concerns a proposed assessment for tax year 2012 related to use of tax credits applied against capital gains at a FLIR subsidiary in Sweden. FLIR first disclosed the proposed assessment following the quarter ended September 2018, and it appealed the 2020 adverse judgment to the Appellate Court. Teledyne says that, following its acquisition due diligence and analysis with outside specialists, it recorded a liability for this uncertain tax position reflecting the most likely outcome. The company also states it plans to continue supporting its businesses and over 500 personnel in Sweden.

Jan 26, 2022 8-K

Teledyne Technologies 8-K Report, Financial Results (Oct 27, 2021)

Teledyne Technologies Incorporated (NYSE: TDY) furnished its third quarter 2021 results in Exhibit 99.1, reporting record net sales of $1,311.9 million, up 75.2% from $749.0 million a year earlier, driven largely by the acquisition of FLIR Systems, Inc., which contributed $473.6 million of incremental net sales in the quarter. GAAP net income was $134.1 million, or $2.81 per diluted share, versus $2.48 a year earlier, while non-GAAP diluted EPS was $4.34 after excluding $92.3 million of acquisition-related pretax charges. Management raised its full-year 2021 GAAP EPS outlook to $9.13 to $9.29 (from $8.05 to $8.45) and its non-GAAP EPS outlook to $16.35 to $16.45 (from $15.25 to $15.50). Balance sheet leverage rose sharply with the FLIR deal. Net debt was $3,889.9 million at October 3, 2021, compared with $105.4 million at January 3, 2021, and total debt was $4,441.7 million. Teledyne repaid $300.0 million of its $1.0 billion Term Loan during the quarter, and management said its leverage ratio fell to 3.3x from 3.7x at the end of the second quarter. Cash provided by operating activities was $192.8 million, and free cash flow was $163.6 million. The filing also discloses a $253.6 million letter of credit to the Swedish Tax Authority tied to a disputed pre-acquisition FLIR tax reassessment, which the filing says would materially affect cash flow if the Swedish Appellate Court ruled adversely. Separately, the Board will increase to 11 directors effective November 1, 2021, with the appointment of Vincent J. Morales, Senior Vice President and Chief Financial Officer of PPG Industries, as a Class I director. He will serve on the Audit Committee and the Personnel and Compensation Committee.

Oct 27, 2021 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

Teledyne Technologies 8-K Report, Executive Changes (Aug 30, 2021)

Teledyne Technologies Incorporated (TDY) announced on August 30, 2021 a leadership succession plan. President and Chief Executive Officer Aldo Pichelli will retire on December 31, 2021, and relinquish his CEO and President titles effective October 15, 2021. Robert Mehrabian, currently Executive Chairman, will resume the roles of Chairman, President and Chief Executive Officer effective October 15, 2021, under a Seventh Amended and Restated Employment Agreement dated August 27, 2021, with his contract term running through December 2023. Jason VanWees, Executive Vice President, will become Vice Chairman effective October 15, 2021, with oversight of strategy, mergers and acquisitions, investor relations and margin improvement. George C. Bobb, III, President of the Aerospace and Defense Electronics segment, will become Senior Vice President with oversight of that segment, the Marine Instrumentation Group, Teledyne Scientific & Imaging LLC and the information technology function. Edwin Roks, previously promoted to Executive Vice President after the May 14, 2021 acquisition of FLIR Systems, Inc., remains President of Digital Imaging. The Committee also approved compensation changes effective October 15, 2021 for Mehrabian, VanWees, Chief Financial Officer Susan L. Main and General Counsel Melanie S. Cibik. Mehrabian's base salary rises from $900,000 to $1,100,000, with a one-time stock option award having a fair value of $860,000. The Board also adopted Third Amended and Restated Bylaws, effective immediately, allowing the Vice Chairman position to be held by a non-director officer.

Aug 30, 2021 8-K