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

Reports
Leadership Changes·Shareholder Matters·Corporate Changes+2
Filing Date
Filed April 23, 2026
Period End
April 21, 2026
Security
TDY
In the record · 2016–202610-K1210-Q338-K120

TDY filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 120 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jun ’17Jun ’17
  2. Material agreement8-K · Mar ’19Mar ’19
  3. Leadership change8-K · Aug ’21Aug ’21
  4. Leadership change8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 8-K filed April 23, 2026. Cited figures are marked; the original filing is the authoritative source.

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,a 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%b 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 $1,000,000c. 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.

02—Key points

Key Highlights

  1. Named executive officer base salary increases effective April 1, 2026: Blackwood to $660,000, VanWees to $613,000, and Cibik to $603,000.
  2. Blackwood and Cibik become eligible for stock option grants starting in 2026 with grant-date fair value equal to 95% and 90% of base salary, respectively.
  3. Stockholders approved the Amended and Restated 2014 Incentive Award Plan, adding 4,000,000 shares and extending the term to 2036.
  4. Stockholders approved a right for holders of at least 25% of combined voting power to call special meetings, with Board-adopted bylaw procedures governing requests.
  5. Michelle A. Kumbier and Robert A. Malone were re-elected as Class III directors; Kenneth C. Dahlberg retired from the Board immediately before the annual meeting.
  6. Deloitte & Touche LLP was ratified as independent registered public accounting firm for 2026 with 42,556,251 votes for and 839,169 against.
  7. Say-on-pay advisory resolution passed with 38,895,426 votes for and 1,717,586 against, plus 2,765,860 broker non-votes.

03—Questions

Frequently Asked Questions

  1. What changed in Teledyne's executive base salaries?

    Effective April 1, 2026, Stephen F. Blackwood's base salary rose from $640,000 to $660,000, Jason VanWees's from $595,000 to $613,000, and Melanie S. Cibik's from $585,000 to $603,000.

  2. What does the amended incentive plan change for shareholders?

    The Amended Plan increases available shares by 4,000,000, lowers the share-count ratio for full value awards from 2.93 to 2.45 shares, extends the plan term to 2036, eliminates performance-based cash bonuses under the plan, and raises the non-employee director annual compensation limit from $750,000 to $1,000,000.

  3. What is the new special meeting right?

    Stockholders approved an amendment to the Restated Certificate of Incorporation allowing holders of at least 25% of the combined voting power of outstanding voting securities to call a special meeting, subject to procedures in the Sixth Amended and Restated Bylaws, including record-holder requirements and limits on duplicative or recently covered business.

  4. Did shareholders approve the executive compensation program?

    Yes. The non-binding advisory resolution on executive compensation was approved with 38,895,426 votes for and 1,717,586 against, with 49,572 abstentions and 2,765,860 broker non-votes.

  5. Who was elected to the Board at the 2026 Annual Meeting?

    Michelle A. Kumbier received 39,321,154 votes for and Robert A. Malone received 39,184,633 votes for, each elected as a Class III director for a term expiring at the 2027 Annual Meeting. Kenneth C. Dahlberg retired from the Board immediately prior to the meeting.

04—Continue

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