---
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"
generated_at: "2026-06-02T04:37:27.480592+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Teradyne stockholders approve charter amendment lowering voting thresholds; elect directors

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-136164
- JSON: https://secwatch.observer/filing/0001193125-24-136164.json
- Plain text: https://secwatch.observer/filing/0001193125-24-136164.txt

## Key facts
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2024-05-09
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-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.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm
- Shareholder Votes
  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.
  - Proposal: charter amendment
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm
- Shareholder Votes
  TERADYNE, INC shareholders approved Election of eight nominees to the Board of Directors.
  - Proposal: director election
  - Outcome: passed
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/97210/000119312524136164/0001193125-24-136164-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.