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 21, 2013

 

 

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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Annual Meeting of Stockholders of Teradyne, Inc. (the “Company”) held on May 21, 2013 (the “Annual Meeting”), the stockholders approved both an amendment to the 2006 Equity and Cash Compensation Incentive Plan (the “Plan”) to increase the aggregate number of shares of common stock that may be issued pursuant to the Plan by 10,000,000 shares and an amendment to the 1996 Employee Stock Purchase Plan (the “ESPP”) to increase the aggregate number of shares of common stock that may be issued pursuant to the ESPP by 5,000,000 shares.

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

Teradyne, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on May 21, 2013 (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 11, 2013 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

     160,833,524         1,322,011         69,948         15,369,522   

Michael A. Bradley

     160,193,086         1,949,570         82,827         15,369,522   

Albert Carnesale

     161,027,283         1,135,779         62,421         15,369,522   

Daniel W. Christman

     161,157,435         997,934         70,114         15,369,522   

Edwin J. Gillis

     161,516,329         628,879         80,275         15,369,522   

Timothy E. Guertin

     150,374,326         11,762,549         88,608         15,369,522   

Paul J. Tufano

     153,420,136         8,730,062         75,285         15,369,522   

Roy A. Vallee

     160,683,593         1,462,976         78,914         15,369,522   

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

160,553,899

  1,571,242   100,342   15,369,522

3. To approve an amendment to the 2006 Equity and Cash Compensation Incentive Plan to increase the aggregate number of shares of common stock that may be issued pursuant to the plan by 10,000,000 shares. The amendment to the 2006 Equity and Cash Compensation Incentive Plan was approved by a vote of stockholders as follows:

 

    Votes For    

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

148,553,398

  13,607,022   65,063   15,369,522

4. To approve an amendment to the 1996 Employee Stock Purchase Plan to increase the aggregate number of shares of common stock that may be issued pursuant to the plan by 5,000,000 shares. The amendment to the 1996 Employee Stock Purchase Plan was approved by a vote of stockholders as follows:

 

    Votes For    

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

161,637,131

  516,710   71,642   15,369,522

5. 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, 2013. The proposal was approved by a vote of stockholders as follows:

 

    Votes For    

 

Votes Against

 

Votes Abstained

176,602,961

  720,059   271,985


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 24, 2013     By:  

/s/ Gregory R. Beecher

    Name:   Gregory R. Beecher
    Title:   V.P., Chief Financial Officer and Treasurer