Bylaw Amendment · Shareholder Vote

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 9, 2024     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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Teradyne, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 9, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Articles of Organization to lower the voting requirement for shareholder approval of an amendment of the Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple-majority. Subsequent to such approval, the Company filed, on May 9, 2024, with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Restated Articles of Organization (the “Restated Articles of Organization”), giving effect to the foregoing amendments to the Articles of Organization. The foregoing description is qualified in its entirety by reference to the full text of the Restated Articles of Organization, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.   Item 5.07. Submission of Matters to a Vote of Security Holders At the Annual Meeting, the Company’s 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, 2024, 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   Peter Herweck      122,114,472        7,756,799        86,417        9,484,875   Mercedes Johnson      129,073,072        801,525        83,091        9,484,875   Ernest E. Maddock      128,700,931        1,174,123        82,634        9,484,875   Marilyn Matz      127,720,047        2,155,122        82,519        9,484,875   Gregory S. Smith      129,742,993        133,051        81,644        9,484,875   Fouad “Ford” Tamer      129,702,562        168,250        86,876        9,484,875   Paul J. Tufano      124,818,435        5,061,096        78,157        9,484,875   Bridget van Kralingen      129,773,527        81,203        102,958        9,484,875   2. To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved on an non-binding, advisory basis by a vote of stockholders as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 115,813,097   14,029,998   114,593   9,484,875 3. To approve an amendment to the Company’s Articles of Organization to lower the voting requirement for approval of an amendment of its Articles of Organization and for approval of a voluntary dissolution of the Company from a super-majority to a simple majority. The proposal was approved by a vote of stockholders as follows:   Votes For   Votes Against   Votes Abstained   Broker Non-Votes 129,344,611   509,210   103,867   9,484,875 4. 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, 2024. The proposal was approved by a vote of stockholders as follows:   Votes For   Votes Against   Votes Abstained 129,272,197   9,739,988   430,378   Item 9.01. Financial Statements and Exhibits. (d) Exhibits   3.1    Restated Articles of Organization of Teradyne, Inc., effective May 9, 2024 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: May 10, 2024     By:   /s/ Ryan E. Driscoll     Name:   Ryan E. Driscoll     Title:   V.P., General Counsel and Secretary