Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting, the Company's stockholders approved amendments to the
Company's Articles of Organization to (a) lower the voting requirement for
shareholder approval of mergers, share exchanges and substantial sales of
Company assets from a super majority to a simple majority, and (b) to permit
shareholders to act by a simple majority written consent, rather than by
unanimous written consent. Subsequent to such approval, the Company filed, on
The foregoing description is qualified in its entirety by reference to the full text of the Restated Articles of Organization, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company's stockholders voted on the following proposals:
1. To elect the eight nominees named in the Company's proxy statement filed with
the Commission on
Nominee Votes For Votes Against Votes Abstained Broker Non-Votes
Mark E. Jagiela 137,605,896 1,553,938 66,672 10,345,978 Mercedes Johnson 137,688,366 1,454,988 83,152 10,345,978 Marilyn Matz 130,595,711 8,548,804 81,991 10,345,978 Paul J. Tufano 133,607,004 5,527,320 92,182 10,345,978
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 128,424,925 10,568,053 233,528 10,345,978
3. To approve an amendment to the Company's Articles of Organization to lower the voting requirement for shareholder approval of mergers, share exchanges and substantial sales of Company assets from a super majority to a simple majority. The amendment to the Company's Articles of Organization was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 138,819,628 319,360 87,518 10,345,978
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4. To approve an amendment to the Company's Articles of Organization to permit shareholders to act by a simple majority written consent, rather than by unanimous written consent. The amendment to the Company's Articles of Organization was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 135,548,129 3,569,034 109,343 10,345,978
5. To approve an amendment to the 1996 Employee Stock Purchase Plan to increase the aggregate number of shares of common stock that may be issued pursuant to the plan by 3,000,000 shares. The amendment to the 1996 Employee Stock Purchase Plan was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 138,659,128 469,088 98,290 10,345,978
6. To approve the 2006 Equity and Cash Compensation Incentive Plan, as amended, to include, among other changes, a new total annual compensation cap for non-employee directors. The 2006 Equity and Cash Compensation Incentive Plan, as amended, was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 129,988,085 9,137,909 100,512 10,345,978
7. To ratify the selection of the firm of
Votes For Votes Against Votes Abstained 141,284,236 8,153,617 134,631
Item 8.01. Other Information.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 3.1 Restated Articles ofOrganization of Teradyne, Inc. , effectiveMay 7, 2021 10.1 1996 Employee Stock Purchase Plan, as amended. 10.2 2006 Equity and Cash Compensation Incentive Plan, as amended. 99.1 Press Release of the Company, datedMay 7, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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