Summary
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.
Key Highlights
- 1Teradyne's Board of Directors amended and restated the Company's By-Laws on June 20, 2025.
- 2Key changes adjust the notice period for shareholder director nominations and proposals.
- 3New 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.
- 4The By-Laws now clarify procedural, notice, and information requirements for shareholder nominations and proposals, including proxy access.
- 5The amendments clarify the application of a plurality voting standard in contested director elections.
- 6The authority of the chairperson in conducting shareholder meetings has been clarified.
- 7Shareholders 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.