Executive Change · Company Update

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): November 15, 2022     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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.125 per share   TER   Nasdaq Stock Market LLC 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 15, 2022, Teradyne, Inc. (the “Company” or “Teradyne”) was notified of the decision by Mark E. Jagiela to retire as Chief Executive Officer of the Company and as a member of the Company’s Board of Directors effective February 1, 2023. On November 15, 2022, the Company appointed Gregory S. Smith the Chief Executive Officer of the Company effective February 1, 2023, replacing Mark E. Jagiela. Mr. Smith also has been appointed to the Company’s Board of Directors effective February 1, 2023. Mr. Smith, 59, joined Teradyne in 2006 and has served as President of the Company since July 2022 and President of the Company’s Industrial Automation Group since 2020. Mr. Smith served as President of the Company’s Semiconductor Test Division from 2016 to 2020. In January 2023, as part of its annual review of executive compensation, the Company’s Board of Directors will review Mr. Smith’s compensation in connection with his appointment as Chief Executive Officer of the Company.   Item 8.01. Other Events. On November 15, 2022, Teradyne issued a press release announcing the retirement of Mr. Jagiela as Chief Executive Officer and the appointment of Mr. Smith as the Chief Executive Officer and a Director of the Company. A copy of the press release is attached hereto as Exhibit 99.1.   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   99.1    Press Release issued by Teradyne, Inc. on November  15, 2022. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)   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: November 16, 2022     By:   /s/ Sanjay Mehta     Name:   Sanjay Mehta     Title:   V.P., Chief Financial Officer and Treasurer