UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2026
TERADYNE, INC.
(Exact Name of Registrant as Specified in Charter)
|
|
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Massachusetts | 001-06462 | 04-2272148 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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600 Riverpark Drive, North Reading, MA | 01864 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (978) 370-2700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
| Trading Symbol(s)
| Name of each exchange on which registered
|
Common Stock, par value $0.125 per share | TER | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 8, 2026, Teradyne, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:
1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:
Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
Drew Henry | 119,232,119 | 234,555 | 28,209 | 12,498,100 |
Peter Herweck | 114,986,254 | 4,480,445 | 28,184 | 12,498,100 |
Mercedes Johnson | 117,049,139 | 2,416,726 | 29,018 | 12,498,100 |
Ernest E. Maddock | 118,093,655 | 1,373,004 | 28,224 | 12,498,100 |
Marilyn Matz | 110,894,741 | 8,572,620 | 27,522 | 12,498,100 |
Necip Sayiner | 119,071,164 | 393,862 | 29,857 | 12,498,100 |
Gregory S. Smith | 119,413,081 | 46,320 | 35,482 | 12,498,100 |
Paul J. Tufano | 115,693,370 | 3,772,802 | 28,711 | 12,498,100 |
Bridget van Kralingen | 116,834,549 | 2,559,183 | 101,151 | 12,498,100 |
2. An advisory non-binding resolution to approve the 2025 executive compensation passed as follows:
Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
114,418,444 | 4,732,467 | 343,972 | 12,498,100 |
3. A management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 was approved as follows:
Votes For | Votes Against | Votes Abstained |
123,853,458 | 8,094,829 | 44,696 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TERADYNE, INC.
Dated: May 11, 2026 By: /s/ Ryan E. Driscoll
Name: Ryan E. Driscoll
Title: V.P., General Counsel and Secretary