--- schema_version: "secwatch.filing_event.v1" accession: "0001094285-24-000056" form_type: "8-K" ticker: "TDY" cik: "0001094285" company_name: "TELEDYNE TECHNOLOGIES INC" filed_at: "2024-04-25T23:59:59+00:00" generated_at: "2026-06-03T07:23:52.416146+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Teledyne shareholders approve board declassification and officer exculpation ## Summary - Shareholders approved phased-in board declassification; all directors will be elected annually starting 2027. - Directors elected at 2024 annual meeting serve 3-year terms; 2025: 2-year; 2026: 1-year. - Approved addition of Article FOURTEEN to certificate limiting officer personal liability for monetary damages. - In advisory votes, say-on-pay passed with 40M for vs 1.7M against; auditor ratification approved with 44M for. - Stockholder proposal for simple majority voting also passed (33.8M for vs 8.0M against). ## SEC filing metadata - accession: 0001094285-24-000056 - form_type: 8-K - ticker: TDY - cik: 0001094285 - company_name: TELEDYNE TECHNOLOGIES INC - filed_at: 2024-04-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/tdy-20240424.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001094285-24-000056 - JSON: https://secwatch.observer/filing/0001094285-24-000056.json - Plain text: https://secwatch.observer/filing/0001094285-24-000056.txt ## Key facts - Governance Changes TELEDYNE TECHNOLOGIES INC: The Board amended and restated the bylaws to implement the same phased-in declassification and annual election of directors as approved in the charter amendment (effective 2024-04-24). - Change: bylaw amendment - Effective: 2024-04-24 source text: As a result of the approval of the amendments to Teledyne's Restated Certificate described above, actions by the Board to amend and restate Teledyne's bylaws also became effective. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Governance Changes TELEDYNE TECHNOLOGIES INC: Stockholders approved amendments to the Restated Certificate of Incorporation to declassify the Board of Directors and provide for annual election of directors, and to add officer exculpation provisions (effective 2024-04-24). - Change: charter amendment - Effective: 2024-04-24 source text: At the 2024 Annual Meeting of Stockholders of Teledyne Technologies Incorporated ("Teledyne"), the stockholders of Teledyne approved amendments to Teledyne’s Restated Certificate of Incorporation (the "Restated Certificate") to (1) provide for the phased-in declassification of the Board of Directors and the annual election of directors and (2) provide for officer exculpation (the "Amendments"). evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2024 at the 2024-04-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-24 source text: A proposal to ratify the appointment of Deloitte & Touche LLP as Teledyne’s independent registered public accounting firm for 2024 was approved by a vote of 43,972,571 “for” versus 582,544 “against.” There were 23,250 abstentions and no broker non-votes with respect to this action. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Non-binding advisory resolution on executive compensation at the 2024-04-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-24 source text: The proposal to approve the non-binding advisory resolution on Teledyne’s executive compensation was approved by a vote of 40,093,486 “for” versus 1,736,666 "against." There were 36,457 abstentions and 2,711,756 broker non-votes with respect to this action. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Election of four Class I directors at the 2024-04-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-24 source text: The four nominees proposed by the Board of Directors were elected as Class I directors for a three-year term expiring at the 2027 Annual Meeting by the following votes: evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Approve amendments to Restated Certificate of Incorporation to declassify the Board of Directors and provide for annual election of Directors at the 2024-04-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-24 source text: The proposal to approve amendments to Teledyne’s Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of Directors was approved by a vote of 41,565,197 “for” versus 287,053 "against." There were 14,359 abstentions and 2,711,756 broker non-votes with respect to this action. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Stockholder proposal to adopt simple majority voting at the 2024-04-24 meeting. - Outcome: passed - Meeting: 2024-04-24 source text: The stockholder proposal to adopt simple majority voting was approved by a vote of 33,806,130 “for” versus 8,002,812 "against." There were 57,667 abstentions and 2,711,756 broker non-votes with respect to this action. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm - Shareholder Votes TELEDYNE TECHNOLOGIES INC shareholders approved Approve amendments to Restated Certificate of Incorporation to provide for executive officer exculpation at the 2024-04-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-24 source text: The proposal to approve amendments to Teledyne’s Restated Certificate of Incorporation to provide for executive officer exculpation was approved by a vote of 38,124,629 “for” versus 3,703,784 "against." There were 38,196 abstentions and 2,711,756 broker non-votes with respect to this action. evidence_url: https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/0001094285-24-000056-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.