--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-146066" form_type: "8-K" ticker: "TER" cik: "0000097210" company_name: "TERADYNE, INC" filed_at: "2023-05-16T23:59:59+00:00" generated_at: "2026-06-15T00:25:38.941560+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Teradyne shareholders elect all eight director nominees and approve executive compensation ## Summary - All eight directors elected with majority votes; Marilyn Matz received the lowest support at 109.8M for vs 22.1M against. - Say-on-pay advisory vote passed with 117.96M for (89.5%) vs 13.79M against; broker non-votes 9.98M. - Frequency of future say-on-pay votes set at every year with 130.21M votes for one-year option; board reaffirms annual vote until 2029. - Ratification of PwC as independent auditor for FY2023 approved with 135.42M for, 6.15M against. - All proposals passed at the May 12, 2023 Annual Meeting; no other material items reported. ## SEC filing metadata - accession: 0001193125-23-146066 - form_type: 8-K - ticker: TER - cik: 0000097210 - company_name: TERADYNE, INC - filed_at: 2023-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/0001193125-23-146066-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/d491116d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-146066 - JSON: https://secwatch.observer/filing/0001193125-23-146066.json - Plain text: https://secwatch.observer/filing/0001193125-23-146066.txt ## Key facts - Shareholder Votes TERADYNE, INC shareholders approved 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, 2023. at the 2023-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-13 source text: 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, 2023. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Votes Abstained 135,422,584 6,150,000 349,709 evidence_url: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/0001193125-23-146066-index.htm - Shareholder Votes TERADYNE, INC shareholders approved To conduct an advisory vote on the frequency of the stockholder advisory vote on the compensation of the Company’s named executive officers. at the 2023-05-13 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-13 source text: 3. To conduct an advisory vote on the frequency of the stockholder advisory vote on the compensation of the Company’s named executive officers. The option of holding the advisory vote on the compensation of the Company’s named executive officers every year was approved on an advisory basis by a vote of the stockholders as follows: One Year Two Years Three Years Votes Abstained Broker Non-Votes 130,206,082 45,772 1,560,041 134,276 9,976,122 Consistent with the stated preference of a majority of the Company’s stockholders, the Board of Directors determined that it will hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of stockholder votes on compensation of named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2029. evidence_url: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/0001193125-23-146066-index.htm - Shareholder Votes TERADYNE, INC shareholders approved To elect the eight nominees named in the Company’s proxy statement filed with the Commission on March 31, 2023, to the Board of Directors to serve as directors for a one-year term. at the 2023-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-13 source text: 1. To elect the eight nominees named in the Company’s proxy statement filed with the Commission on March 31, 2023, 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 Timothy E. Guertin 121,157,548 10,711,362 77,261 9,976,122 Peter Herweck 125,818,204 6,051,780 76,187 9,976,122 Mercedes Johnson 129,596,390 2,274,067 75,714 9,976,122 Ernest E. Maddock 129,557,450 2,311,282 77,439 9,976,122 Marilyn Matz 109,796,176 22,074,809 75,186 9,976,122 Gregory S. Smith 131,425,261 447,629 73,281 9,976,122 Fouad “Ford” Tamer 131,208,808 658,974 78,389 9,976,122 Paul J. Tufano 124,972,953 6,697,427 275,791 9,976,122 evidence_url: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/0001193125-23-146066-index.htm - Shareholder Votes TERADYNE, INC shareholders approved To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers. at the 2023-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-13 source text: 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 advisory basis by a vote of stockholders as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 117,955,367 13,794,451 196,353 9,976,122 evidence_url: https://www.sec.gov/Archives/edgar/data/97210/000119312523146066/0001193125-23-146066-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.