Form 8-K - Current report

TERADYNE, INC.

Dated: January 12, 2024

/s/ Sanjay Mehta

Sanjay Mehta

V.P., Chief Financial Officer and Treasurer

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): January 12, 2024

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2024, the Board of Directors (the “Board”) of Teradyne, Inc. (“Teradyne”) elected Bridget A. van Kralingen as a director of Teradyne and appointed her to the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

The Board has determined that Ms. van Kralingen is independent. To be considered independent by the Board, a director must satisfy the definitions pursuant to the Securities Exchange Commission and Nasdaq rules and, in the Board’s judgment, not have a material relationship with Teradyne. Teradyne’s Corporate Governance Guidelines, which include director qualification standards, are available on Teradyne’s web site at www.teradyne.com under the “Governance” section of the “Investor Relations” link.

Ms. van Kralingen will receive compensation at the rate of $90,000 per year.

On January 12, 2024, Ms. van Kralingen received a grant of restricted stock units pursuant to Teradyne’s 2006 Equity and Cash Compensation Incentive Plan in an amount of shares having a fair market value equal to $74,290 based on the Board’s annual equity compensation of $230,000 prorated daily to reflect the period from her date of appointment to the expected date of the 2024 Annual Meeting of Shareholders. This grant vests in full on the earlier of the date the 2024 Annual Meeting of Shareholders is held or the last Thursday in May 2024.

There are no arrangements or understandings between Ms. van Kralingen and any other persons pursuant to which she was selected to serve as a director of Teradyne. In addition, there are no transactions between Teradyne and Ms. van Kralingen or her immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.

Item 8.01.

Other Events.

On January 12, 2024, Teradyne issued a press release announcing the election of Ms. van Kralingen to the Board effective as of January 12, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


99.1		Press Release issued by Teradyne, Inc. on January 12, 2024.

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 registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Andy Blanchard

Investor Relations

Tel 978.370.2425

investorrelations@teradyne.com

Bridget A. van Kralingen Elected to Teradyne’s Board of Directors

NORTH READING, Mass. – January 12, 2024 – Teradyne, Inc. (NASDAQ:TER) announced the election of Bridget A. van Kralingen to its Board of Directors effective January 12, 2024. Ms. van Kralingen was also appointed to the Board’s Compensation Committee and the Nominating and Corporate Governance Committee.

“We are extremely pleased that Bridget is joining our Board of Directors,” said Paul Tufano, Teradyne Chairman. “Her broad technology background and track record of growing global software and services business by leveraging industry partnerships will provide valuable insights to the Board as Teradyne looks to expand our global electronics and industrial automation businesses.”

Ms. van Kralingen is a Partner at Motive Partners, a specialist private equity firm focused on building, backing and buying financial technology companies. Ms. van Kralingen has more than 35 years of experience leading and growing global software focused technology businesses including IBM’s $80B+ Global Markets and Sales organization from 2020 to 2021. Prior to that role, Ms. van Kralingen held a variety of senior leadership positions during her 17+ year career including responsibility for IBM’s Industry Software Platforms and leading their Global consulting business. She was a managing partner at Deloitte Consulting for 15 years before joining IBM in 2004. Ms. van Kralingen earned degrees in Business, Economics and Psychology from the University of South Africa, University of Johannesburg and University of Witwatersrand and is a certified psychologist with an advanced degree in Industrial Psychology.

About Teradyne

Teradyne (NASDAQ:TER) test technology helps bring high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its robotics offerings include collaborative and mobile robots that help manufacturers of all sizes increase productivity, improve safety, and lower costs. In 2022, Teradyne had revenue of $3.2 billion and today employs over 6,600 people worldwide. For more information, visit teradyne.com. Teradyne^® is a registered trademark of Teradyne, Inc., in the U.S. and other countries.

Document and Entity Information	Jan. 12, 2024
Cover [Abstract]
Entity Registrant Name	TERADYNE, INC
Amendment Flag	false
Entity Central Index Key	0000097210
Document Type	8-K
Document Period End Date	Jan. 12, 2024
Entity Incorporation State Country Code	MA
Entity File Number	001-06462
Entity Tax Identification Number	04-2272148
Entity Address, Address Line One	600 Riverpark Drive
Entity Address, City or Town	North Reading
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01864
City Area Code	(978)
Local Phone Number	370-2700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.125 per share
Trading Symbol	TER
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false