01—Abstract
Summary
Summary of the 8-K filed April 25, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Stockholders approved a phased-in declassification of the Board, with all directors to be elected annually beginning at the 2027 Annual Meeting.
- Directors elected at the 2024 meeting serve three-year terms, those elected in 2025 serve two-year terms, and those elected in 2026 serve one-year terms.
- Stockholders approved officer exculpation from personal liability for monetary damages for breach of fiduciary duty, to the extent permitted under Delaware law.
- Stockholders approved a stockholder proposal to adopt simple majority voting, with 33,806,130 votes for and 8,002,812 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2024, with 43,972,571 votes for and 582,544 against.
- The non-binding advisory resolution on executive compensation passed with 40,093,486 votes for and 1,736,666 against.
- The Fifth Amended and Restated Bylaws were adopted to reflect the same board declassification and annual election provisions.
03—Questions
Frequently Asked Questions
When will all Teledyne directors be elected annually?
Beginning at the 2027 Annual Meeting, all directors will be elected annually. Directors elected at the 2024 meeting serve three-year terms, those elected in 2025 serve two-year terms, and those elected in 2026 serve one-year terms.
What does the officer exculpation amendment do?
It adds Article FOURTEEN to the Restated Certificate, providing that no Teledyne officer will have personal liability to the company or its stockholders for monetary damages for breach of fiduciary duty as an officer, except where such exemption is not permitted under the Delaware General Corporation Law.
Which directors were elected at the 2024 Annual 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. Vincent J. Morales received the most votes for, at 40,876,191.
How did stockholders vote on the simple majority voting proposal?
A stockholder proposal to adopt simple majority voting was approved by 33,806,130 votes for and 8,002,812 against, with 57,667 abstentions and 2,711,756 broker non-votes.
Who is Teledyne's independent registered public accounting firm for 2024?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2024, by a vote of 43,972,571 for and 582,544 against.
04—Continue