TER Amends By-Laws; New Deadlines for 2026 Shareholder Proposals

Rhea-AI Filing Summary

On June 20, 2025, Teradyne, Inc. (Nasdaq: TER) filed a Form 8-K to disclose that its Board adopted Amended and Restated By-Laws effective immediately. The revision represents a material modification to shareholder rights (Item 3.03) and an amendment to governing documents (Item 5.03).

Main governance updates:

• Extends the advance-notice window for director nominations and shareholder proposals to 90-120 days before the anniversary of the prior annual meeting (was 60-90 days).
• Enhances procedural, notice and information requirements for shareholder nominations, proposals and proxy-access submissions.
• Clarifies use of a plurality voting standard in contested board elections.
• Defines the chairperson’s authority to conduct shareholder meetings.
• Implements assorted administrative, modernizing and conforming edits.

Consequently, for Teradyne’s 2026 annual meeting, shareholders must deliver compliant notices between 5:00 p.m. ET on January 9 and February 8 2026, unless the meeting date shifts by more than 30 days, in which case different deadlines apply.

The full text of the amended By-Laws is filed as Exhibit 3.1; no financial statements, earnings metrics or transaction details accompany this report.

Positive

• Modernized governance framework brings Teradyne’s by-laws in line with peer best practices and clarifies meeting procedures.
• Enhanced disclosure requirements may improve transparency around director nominations and shareholder proposals.

Negative

• Longer advance-notice window (90-120 vs. 60-90 days) could limit shareholder flexibility and raise hurdles for activist campaigns.

Insights

Corporate Governance Expert

TL;DR: Teradyne lengthens advance-notice window, tightens disclosure for nominees; impact on shareholder influence is modest but noteworthy.

The 8-K focuses exclusively on governance mechanics. Extending the notice period to 90-120 days forces activists to plan a month earlier, mildly raising the bar for contested elections. Additional disclosure requirements and clearer chair authority may streamline annual-meeting logistics but also consolidate board control. There is no change to proxy-access share ownership thresholds, so long-term investors retain that channel. Overall, the amendments align with trends among large-cap peers, balancing modernization with incremental defensive measures. The filing is neutral for valuation, yet analysts following potential activist scenarios should update calendars and models to reflect the earlier cut-off.

Portfolio Manager

TL;DR: Housekeeping by-law tweaks; no earnings impact; negligible immediate valuation effect.

From a portfolio perspective, these changes neither alter cash flows nor signal strategic shifts. The earlier notice window could marginally deter short-term activists, marginally reducing takeover speculation, but it does not affect Teradyne’s strong semiconductor test franchise or demand drivers. Liquidity, capital allocation and guidance remain unchanged. I view the governance update as routine maintenance; risk-return profile and investment thesis stay intact.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

TERADYNE, INC false 0000097210 --12-31 0000097210 2025-06-20 2025-06-20

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): June 20, 2025

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts		001-06462		04-2272148
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

600 Riverpark Drive

North Reading, Massachusetts

01864

(Address of Principal Executive Offices) (Zip Code)

(978) 370-2700

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.03 Material Modification to Rights of Security Holders.

To the extent applicable, the information set forth under Item 5.03 below is incorporated by reference as if fully set forth herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with its periodic review of the Amended and Restated By-Laws (the “By-Laws”) of Teradyne, Inc. (the “Company”), on June 20, 2025, the Board of Directors of the Company amended and restated the By-Laws effective immediately. The By-Laws amendments, among other things, include:

• Adjusting the director nomination and shareholder proposal notice windows to be not later than 5:00 p.m. Eastern Time on the 90th day nor earlier than 5:00 p.m. Eastern Time on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders (previously 60 and 90 days, respectively, prior to the meeting);

• Updating procedural, notice and information requirements for shareholder nominations of directors, submission of shareholder proposals and shareholder proxy access;

• Clarifying when a plurality voting standard applies in the event of a contested director election;

• Clarifying the authority of the chairperson with respect to conducting annual meetings of shareholders; and

• Making various other updates, including administrative, modernizing, clarifying and conforming changes to the By-Laws (collectively, the “By-Laws Amendments”).

The above description of the By-Laws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 8.01 Other Events.

As a result of the By-Laws Amendments described in Item 5.03 above, shareholders who wish to nominate a candidate for director or make a proposal at the 2026 annual meeting (other than through proxy access) must deliver a written notice (containing the information specified in the By-Laws) to the Company’s secretary at the Company’s principal executive offices no earlier than 5:00 p.m. Eastern Time on January 9, 2026 and no later than 5:00 p.m. Eastern Time on February 8, 2026. The By-Laws contain different notice date requirements in the event that the Company holds the 2026 annual meeting more than 30 days from the anniversary of the annual meeting. Proposals or nominations must include the specified information concerning the shareholder and the proposal or nominee as described in the By-Laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amended and Restated By-Laws of Teradyne, Inc., effective as of June 20, 2025
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 20, 2025				Teradyne, Inc.
				By:		/s/ Ryan Driscoll
				Name:		Ryan Driscoll
				Title:		Vice President, General Counsel, & Secretary

FAQ

What advance-notice window does Teradyne (TER) now require for director nominations?

Shareholders must submit nominations no earlier than 120 and no later than 90 days before the prior meeting’s anniversary, by 5:00 p.m. ET.

When can shareholders submit proposals for Teradyne’s 2026 annual meeting?

Notices must be delivered between January 9 and February 8 2026, 5:00 p.m. ET, unless the meeting date shifts by >30 days.

Does the June 20, 2025 Form 8-K include earnings or financial guidance?

No. The filing is limited to governance amendments and contains no financial results.

Where can investors find the full text of Teradyne’s amended by-laws?

The complete document is filed as Exhibit 3.1 to the Form 8-K.

Why did Teradyne file under Item 3.03 of Form 8-K?

Because the by-law changes constitute a material modification to the rights of security holders.

Do the amendments change Teradyne’s proxy-access thresholds?

No. Proxy-access remains available; only timing and procedural details were updated.