Notice and Access Card





Washington, D.C. 20549




(Rule 14a-101)


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:


¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240. 14a-12

Teradyne, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:





Aggregate number of securities to which transaction applies:





Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):





Proposed maximum aggregate value of transaction:




  (5)   Total fee paid:


¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Form, Schedule or Registration Statement No.:





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Date Filed:







*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 21, 2013



Meeting Information


  TERADYNE, INC.      

  Meeting Type: Annual Meeting



  For holders as of: March 28, 2013



  Date: May 21, 2013       Time: 10:00 AM EST


          Location:    Teradyne, Inc.    
           600 Riverpark Drive    
           North Reading, MA    


Teradyne, Inc.

C/O Broadridge Corporate Solution






You are receiving this communication because you hold shares in the above named company.


P O Box 1342

Brentwood, NY 11717



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

LOGO       We encourage you to access and review all of the important information contained in the proxy materials before voting.  


See the reverse side of this notice to obtain proxy materials and voting instructions.


Before You Vote

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:



1. Notice & Proxy Statement      2. Shareholder Letter      3. Form 10-K



How to View Online:

       Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:    


How to Request and Receive a PAPER or E-MAIL Copy:

       If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:    


        1) BY INTERNET:

                  2) BY TELEPHONE:    1-800-579-1639    
                  3) BY E-MAIL*:    


* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 07, 2013 to facilitate timely delivery.









How To Vote

Please Choose One of the Following Voting Methods




Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



  Voting items         


The Board of Directors recommends you vote FOR the following:


  1.   Election of Directors         
    Nominees       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.
  1a   James W. Bagley         


Michael A. Bradley

  1c   Albert Carnesale       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.





Daniel W. Christman

  1e   Edwin J. Gillis         





Timothy E. Guertin

      5        To ratify the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2013.





Paul J. Tufano






Roy A. Vallee



The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

LOGO   2  

To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive

officers as disclosed in the Company’s proxy

statement under the headings “Compensation

Discussion and Analysis” and “Executive

Compensation Tables”.