01—Abstract
Summary
Summary of the 8-K filed December 18, 2025. Cited figures are marked; the original filing is the authoritative source.
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 $1,300,000a 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%b 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.
02—Key points
Key Highlights
- Dr. Robert Mehrabian's Ninth Amended and Restated Employment Agreement runs through December 31, 2028, with base salary of $1,300,000 effective January 1, 2026.
- Dr. Mehrabian's 2026 targets include a 150% AIP target, a 110% performance plan target, restricted stock grants of at least 110% of base salary, and a one-time $3.3 million special retention performance-based restricted stock award.
- Mr. George C. Bobb III's base salary will be $1,000,000 effective January 1, 2026, with a 130% AIP target and a 140% performance plan target.
- Mr. Bobb will receive restricted stock grants of at least 140% of base salary and stock option grants with a fair value equal to 140% of base salary starting in 2026.
- Dr. Mehrabian's responsibilities as Executive Chairman include managing Board affairs and directing mergers and acquisitions, strategic planning, and technology and margin expansion initiatives.
- The Board approved revised Sixth Amended and Restated Bylaws permitting stockholders holding at least 25% of combined voting power to call a special meeting.
- The bylaw change is conditioned on stockholder approval of a corresponding charter amendment at the 2026 annual meeting; current bylaws remain in effect until then.
03—Questions
Frequently Asked Questions
What are the main compensation changes for Teledyne's executives?
Effective January 1, 2026, Dr. Mehrabian's base salary is $1,300,000 and he receives a 150% AIP target, a 110% performance plan target, restricted stock grants of at least 110% of base salary, and a one-time $3.3 million special retention restricted stock award. Mr. Bobb's base salary is $1,000,000 with a 130% AIP target, a 140% performance plan target, restricted stock grants of at least 140% of base salary, and stock options with a fair value of 140% of base salary.
How long is Dr. Mehrabian's employment agreement and what is his role?
The Ninth Employment Agreement continues through December 31, 2028. Dr. Mehrabian remains Executive Chairman, with primary responsibility for managing the Board's affairs and directing mergers and acquisitions, strategic planning, and technology and margin expansion initiatives.
What does the proposed bylaw amendment do for stockholders?
The revised Sixth Amended and Restated Bylaws would permit stockholders holding, in the aggregate, at least 25% of the combined voting power of outstanding voting securities to call a special meeting of stockholders.
When would the new special meeting provision take effect?
The Restated Bylaws are conditioned on stockholder approval, at Teledyne's 2026 annual meeting, of a charter amendment permitting the 25% threshold. Until stockholders approve that amendment, the current bylaws remain in effect.
04—Continue