01—Abstract
Summary
Summary of the 8-K filed June 20, 2025. Cited figures are marked; the original filing is the authoritative source.
Teradyne, Inc. (TER) has filed an 8-K to announce amendments to its By-Laws, effective June 20, 2025.
These amendments primarily concern the procedures and timelines for shareholder nominations of directors and the submission of shareholder proposals for future annual meetings, including the 2026 annual meeting. The key changes involve adjusting the notice windows for director nominations and shareholder proposals to be between 90 and 120 days prior to the anniversary of the preceding year's annual meeting.
This represents a shift from the previous 60 to 90-day window. The By-Laws also clarify procedural requirements for nominations and proposals, including proxy access, and provide further clarity on voting standards in contested director elections and the chairperson's authority during meetings.
02—Key points
Key Highlights
- Teradyne's Board of Directors amended and restated the Company's By-Laws on June 20, 2025.
- Key changes adjust the notice period for shareholder director nominations and proposals.
- New notice window requires submissions to be no later than 5:00 p.m. ET on the 90th day and no earlier than 5:00 p.m. ET on the 120th day prior to the anniversary of the preceding year's annual meeting.
- The By-Laws now clarify procedural, notice, and information requirements for shareholder nominations and proposals, including proxy access.
- The amendments clarify the application of a plurality voting standard in contested director elections.
- The authority of the chairperson in conducting shareholder meetings has been clarified.
- Shareholders wishing to nominate directors or submit proposals for the 2026 annual meeting must adhere to the new notice deadlines, with the window opening January 9, 2026, and closing February 8, 2026.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to inform investors that Teradyne, Inc. has amended and restated its By-Laws. These amendments primarily relate to the procedures and deadlines for shareholders who wish to nominate directors or submit proposals at annual meetings.
How have the deadlines for shareholder nominations and proposals changed?
The By-Laws now require that written notices for director nominations and shareholder proposals be delivered not later than 5:00 p.m. Eastern Time on the 90th day prior to the anniversary of the preceding year's annual meeting, and no earlier than 5:00 p.m. Eastern Time on the 120th day prior. This is a change from the previous 60 to 90-day window.
What are the specific notice dates for the 2026 annual meeting?
For the 2026 annual meeting, shareholders must deliver their written notice for nominations or proposals between 5:00 p.m. Eastern Time on January 9, 2026, and 5:00 p.m. Eastern Time on February 8, 2026, assuming the meeting date is close to the anniversary of the prior year's meeting.
Are there any other significant changes to the By-Laws mentioned?
Yes, the amendments also clarify procedural requirements for shareholder nominations and proposals, including proxy access. Additionally, they provide clarification on when a plurality voting standard applies in contested director elections and on the authority of the chairperson during shareholder meetings.
04—Continue