8-KShareholder Matters

TERADYNE, INC 8-K Report, Shareholder Vote Results (May 9, 2019)

Filed May 9, 2019For Securities:TER

Summary

Teradyne, Inc. filed an 8-K on May 9, 2019, to report on the outcomes of its 2019 Annual Meeting of Stockholders held on May 7, 2019. The key information for investors centers on the voting results for several important proposals. All director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current leadership and governance structure. Furthermore, shareholders provided advisory approval for the compensation of the Company's named executive officers, suggesting alignment between executive pay and shareholder interests. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019, was also ratified by a substantial majority of votes.

Key Highlights

  • 1All eight director nominees for Teradyne's Board of Directors were successfully elected.
  • 2Shareholders provided advisory approval for the compensation of the Company's named executive officers.
  • 3The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2019 was ratified.
  • 4Director election proposals saw very high 'For' votes, with minimal 'Against' or 'Abstained' votes across all nominees.
  • 5The advisory vote on executive compensation also received a strong majority of 'For' votes.
  • 6Broker non-votes were disclosed for each proposal, indicating shares held by brokers that did not have discretionary voting authority on certain matters.
  • 7The filing confirms Teradyne's common stock trading on the Nasdaq Stock Market LLC under the symbol TER.

Frequently Asked Questions

The 2019 Annual Meeting of Stockholders resulted in the election of all director nominees, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2019. All proposals passed with significant shareholder support.

The filing indicates an advisory vote on the compensation of named executive officers. The proposal received a strong majority of 'For' votes (137,712,396) compared to 'Against' votes (5,655,769), suggesting general shareholder approval of the executive compensation structure.

PricewaterhouseCoopers LLP was ratified as Teradyne's independent registered public accounting firm for the fiscal year ending December 31, 2019. This ratification received substantial shareholder approval, with 153,888,175 'For' votes.

Broker non-votes represent shares held by brokers or nominees in 'street name' for which instructions have not been received from the beneficial owners or their nominees. These shares cannot be voted on certain matters, such as the election of directors, unless the broker has discretionary voting authority and votes them in the absence of instructions. The consistent number of broker non-votes across proposals suggests a standard practice for these holdings.