Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 8, 2018




(Exact Name of Registrant as Specified in Charter)




Massachusetts   001-06462   04-2272148

(State or Other Jurisdiction

of Incorporation)



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))

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

Teradyne, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders on May 8, 2018 (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 March 29, 2018 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:




      Votes For      


  Votes Against  


Votes Abstained


Broker  Non-Votes

Michael A. Bradley

  166,656,499   2,248,097   56,175   11,684,769

Edwin J. Gillis

  166,418,047   1,998,405   544,319   11,684,769

Timothy E. Guertin

  167,533,678   1,329,725   97,368   11,684,769

Mark E. Jagiela

  166,935,823   1,960,825   64,123   11,684,769

Mercedes Johnson

  167,225,108   1,646,684   88,979   11,684,769

Marilyn Matz

  168,040,928   832,663   87,180   11,684,769

Paul J. Tufano

  143,802,819   24,618,557   539,395   11,684,769

Roy A. Vallee

  166,718,095   2,166,941   75,735   11,684,769

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


   5,934,257    147,714    11,684,769

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, 2018. The proposal was approved by a vote of stockholders as follows:


Votes For

   Votes Against    Votes Abstained


   2,564,582    154,008


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.


Dated: May 11, 2018   By:  

/s/ Gregory R. Beecher

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