{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-136164","form_type":"8-K","ticker":"TER","cik":"0000097210","company_name":"TERADYNE, INC","filed_at":"2024-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.594631+00:00","generated_at":"2026-06-02T04:37:27.480592+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Teradyne stockholders approve charter amendment lowering voting thresholds; elect directors","bullets":["At May 9 annual meeting, eight director nominees elected with over 122M votes each; Paul Tufano had 124.8M for, 5.1M against.","Advisory say-on-pay approved: 115.8M for, 14.0M against, 94K abstain.","Amendment to lower voting requirement for charter amendments and dissolution from super-majority to simple majority approved (129.3M for, 509K against).","Ratification of PwC as auditor for FY2024: 129.3M for, 9.7M against, 430K abstain.","Restated Articles of Organization filed with Massachusetts Secretary of Commonwealth effective May 9."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-136164","json":"https://secwatch.observer/filing/0001193125-24-136164.json","markdown":"https://secwatch.observer/filing/0001193125-24-136164.md","text":"https://secwatch.observer/filing/0001193125-24-136164.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/d786342d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T04:37:27.480592+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"deaff99d5d3a4dd181121a3c0069371958c3262a","claim":"TERADYNE, INC: Lowered voting requirement for shareholder approval of amendments to Articles of Organization and voluntary dissolution from super-majority to simple majority (effective 2024-05-09).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-09"}],"fact_type":"governance_change"},{"claim_id":"0c8f7f1b9929530f4b8a7d23d26b973dbf9a7f69","claim":"TERADYNE, INC shareholders approved To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"30fad9cbaa484748e558c083e264c1dec663583c","claim":"TERADYNE, INC shareholders approved To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"81a92c3ee6c6c39e02e8467402b7ee3bb1b1a7e1","claim":"TERADYNE, INC shareholders approved 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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"9455c86a239cffb35781cdd764e3d00819b7ff31","claim":"TERADYNE, INC shareholders approved Election of eight nominees to the Board of Directors.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}