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  4. [8-K] TERADYNE, INC Reports Material Event

Teradyne (TER) investors back all directors, 2025 pay plan and PwC auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Teradyne, Inc. reported the results of its 2026 annual meeting of shareholders. All nine nominated directors were elected, each receiving over 110 million votes in favor, with broker non-votes of 12,498,100 reported for each nominee.

Shareholders approved the advisory, non-binding resolution on 2025 executive compensation with 114,418,444 votes for, 4,732,467 against, and 343,972 abstentions. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 123,853,458 votes for and 8,094,829 against.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay votes for 114,418,444 votes Advisory approval of 2025 executive compensation
Say-on-pay votes against 4,732,467 votes Advisory approval of 2025 executive compensation
Auditor ratification votes for 123,853,458 votes Ratification of PwC for fiscal year ending December 31, 2026
Auditor ratification votes against 8,094,829 votes Ratification of PwC for fiscal year ending December 31, 2026
Votes for Drew Henry 119,232,119 votes Election as director at 2026 annual meeting
Votes for Gregory S. Smith 119,413,081 votes Election as director at 2026 annual meeting
Broker non-votes per director 12,498,100 votes Reported for each director nominee
broker non-votes financial
"Votes Abstained | Broker Non-Votes Drew Henry | 119,232,119 | 234,555 | 28,209 | 12,498,100"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory non-binding resolution financial
"An advisory non-binding resolution to approve the 2025 executive compensation passed as follows"
independent registered public accounting firm financial
"to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
annual meeting of shareholders financial
"held its 2026 annual meeting of shareholders (the “Annual Meeting”)"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false000009721000000972102026-05-082026-05-08

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): May 8, 2026

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Massachusetts

001-06462

04-2272148

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

600 Riverpark Drive, North Reading, MA

01864

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (978) 370-2700

(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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07. Submission of Matters to a Vote of Security Holders

On May 8, 2026, Teradyne, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

 

1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:

 

Nominee

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

Drew Henry

119,232,119

234,555

28,209

12,498,100

Peter Herweck

114,986,254

4,480,445

28,184

12,498,100

Mercedes Johnson

117,049,139

2,416,726

29,018

12,498,100

Ernest E. Maddock

118,093,655

1,373,004

28,224

12,498,100

Marilyn Matz

110,894,741

8,572,620

27,522

12,498,100

Necip Sayiner

119,071,164

393,862

29,857

12,498,100

Gregory S. Smith

119,413,081

46,320

35,482

12,498,100

Paul J. Tufano

115,693,370

3,772,802

28,711

12,498,100

Bridget van Kralingen

116,834,549

2,559,183

101,151

12,498,100

 

2. An advisory non-binding resolution to approve the 2025 executive compensation passed as follows:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

114,418,444

4,732,467

343,972

12,498,100

3. A management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 was approved as follows:

 

Votes For

Votes Against

Votes Abstained

123,853,458

8,094,829

44,696

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TERADYNE, INC.

Dated: May 11, 2026 By: /s/ Ryan E. Driscoll

Name: Ryan E. Driscoll

Title: V.P., General Counsel and Secretary

 

Source: View Original Filing on SEC EDGAR

FAQ

What matters did Teradyne (TER) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: election of nine directors, an advisory non-binding resolution on 2025 executive compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. All three proposals were approved.

Were all Teradyne (TER) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected. Each nominee, including Drew Henry, Mercedes Johnson, and Gregory S. Smith, received over 110 million votes for, with relatively small votes against or abstentions and 12,498,100 broker non-votes reported for each director candidate.

How did Teradyne (TER) shareholders vote on 2025 executive compensation?

The advisory non-binding resolution to approve 2025 executive compensation passed. Shareholders cast 114,418,444 votes for, 4,732,467 votes against, and 343,972 abstentions, with 12,498,100 broker non-votes. This reflects shareholder support for the company’s reported 2025 executive pay program.

Did Teradyne (TER) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Teradyne’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totals were 123,853,458 for, 8,094,829 against, and 44,696 abstentions, confirming continued appointment of the firm.

How many votes did Teradyne (TER) director nominee Gregory S. Smith receive?

Director nominee Gregory S. Smith received 119,413,081 votes for, 46,320 votes against, and 35,482 abstentions, with 12,498,100 broker non-votes. These results indicate strong support for his continued service on Teradyne’s board following the 2026 annual meeting.

What was the vote outcome for Teradyne (TER) director nominee Marilyn Matz?

Director nominee Marilyn Matz received 110,894,741 votes for, 8,572,620 votes against, and 27,522 abstentions, plus 12,498,100 broker non-votes. While she had more opposition votes than other nominees, shareholders still elected her to continue serving on the board.

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