8-KShareholder Matters

TERADYNE, INC 8-K Report, Shareholder Vote Results (May 16, 2022)

Filed May 16, 2022For Securities:TER

Summary

Teradyne, Inc. (TER) filed an 8-K on May 16, 2022, reporting the results of its 2022 Annual Meeting of Stockholders held on May 13, 2022. The primary focus of this filing is the outcome of shareholder votes on key corporate governance and operational matters. All director nominees were overwhelmingly elected by shareholders, indicating strong support for the current board's composition and leadership. Additionally, shareholders provided advisory approval for the compensation of the Company's named executive officers, though with a noticeable level of opposition. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2022 was also ratified with substantial shareholder backing. This meeting confirms shareholder alignment on board composition and auditor selection, while executive compensation received advisory approval.

Key Highlights

  • 1All eight director nominees were elected to the Board of Directors with significant majority support.
  • 2The compensation of Teradyne's named executive officers was approved on a non-binding, advisory basis by a majority of shareholders.
  • 3PricewaterhouseCoopers LLP was ratified as the Company's independent registered public accounting firm for fiscal year 2022.
  • 4Votes 'For' director election ranged from approximately 128 million to over 135 million, with minimal 'Against' votes for most nominees.
  • 5The advisory vote on executive compensation received approximately 124.9 million 'For' votes versus about 10.5 million 'Against' votes.
  • 6The ratification of the independent auditor received a very strong 'For' vote of approximately 137.6 million.
  • 7Broker non-votes were a notable factor in all proposals, indicating shares held by brokers that did not receive voting instructions from the beneficial owner.

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