Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 28, 2010




(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))




Item 5.02. Departure of Directors or Certain Offices; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 28, 2010, Vincent M. O’Reilly retired from the Board of Directors of Teradyne, Inc. in accordance with the mandatory retirement provisions of Teradyne’s Corporate Governance Guidelines.


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

Teradyne held its 2010 Annual Meeting of Stockholders on May 28, 2010 (the “Annual Meeting”).

At the Annual Meeting, the stockholders voted on the following proposals:

1. To elect the seven nominees named in Teradyne’s proxy statement filed with the Commission on April 16, 2010 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

James W. Bagley

   138,722,390    4,504,180    173,704    19,724,898

Michael A. Bradley

   138,993,131    4,277,052    130,091    19,724,898

Albert Carnesale

   138,891,807    4,317,438    191,031    19,724,898

Edwin J. Gillis

   140,901,620    2,307,594    191,080    19,724,898

Paul J. Tufano

   140,077,618    3,131,600    191,056    19,724,898

Roy A. Vallee

   139,033,341    4,174,881    192,052    19,724,898

Patricia S. Wolpert

   138,892,034    4,376,567    131,673    19,724,898

2. 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, 2010. The proposal was approved by a vote of stockholders as follows:


Votes For


Votes Against


Votes Abstained


   4,569,888    106,210


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 28, 2010   By:  

/S/    GREGORY R. BEECHER        

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