Edgar Filing: TERADYNE, INC

TERADYNE, INC.

Dated: May 29, 2012

/s/ Gregory R. Beecher

Gregory R. Beecher

V.P., Chief Financial Officer and Treasurer

Form 8-K

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 22, 2012

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts

001-06462

04-2272148

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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))

Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2012, Teradyne, Inc. (the “Company”) was notified of the decision by Jeffrey R. Hotchkiss, President, Systems Test Group, to retire as an executive officer of the Company effective June 29, 2012.

Item 5.07. Submission of Matters to a Vote of Security Holders

Teradyne, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders on May 22, 2012 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following proposals:

1. To elect the eight nominees named in the Company’s proxy statement filed with the Commission on April 12, 2012 to the Board of Directors to serve as directors for a one-year term. Each nominee for director was elected by a vote of the stockholders as follows:


*Nominee*	*Votes For*		*Votes Against*		*Votes Abstained*		*Broker Non-Votes*
James W. Bagley		148,116,119		4,648,499		32,987		17,347,638
Michael A. Bradley		148,522,175		4,242,664		32,766		17,347,638
Albert Carnesale		145,946,055		6,803,183		48,367		17,347,638
Daniel W. Christman		134,850,543		17,896,841		50,221		17,347,638
Edwin J. Gillis		151,103,662		1,647,055		46,888		17,347,638
Timothy E. Guertin		150,053,973		2,695,044		48,588		17,347,638
Paul J. Tufano		152,227,672		523,183		46,750		17,347,638
Roy A. Vallee		145,665,197		7,086,232		46,176		17,347,638

2. To conduct an advisory vote on the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on an advisory basis by a vote of stockholders as follows:


*Votes For*	*Votes Against*		*Votes Abstained*		*Broker Non-Votes*
150,816,271		1,921,290		60,044		17,347,638

3. To ratify the selection of the firm of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The proposal was approved by a vote of stockholders as follows:


*Votes For*	*Votes Against*		*Votes Abstained*
164,266,825		5,809,872		68,546

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.