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


           Year.

On March 24, 2023, the Board of Directors (the "Board") of Teradyne, Inc. (the "Company") approved the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended Bylaws"), effective as of such date. Among other matters, the Amended Bylaws update certain procedural requirements related to director nominations by stockholders in light of the recently adopted "universal proxy" rules of the U.S. Securities and Exchange Commission (the "SEC") and reflect certain other administrative changes due to the adoption of the "universal proxy" rules.

With respect to stockholder nominees to the Company's Board, the Amended Bylaws provide, among other things, that (i) stockholders must give advance notice to the Company of its nominee not less than 60 nor more than 90 days prior to the meeting of stockholders at which directors will be elected in order for the nominee to be considered for election at the meeting, (ii) stockholders must comply with the SEC's newly adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) stockholders must include in an advance notice of such nomination a representation as to whether the stockholder intends to deliver a proxy statement and form of proxy to holders of the Company's voting shares and solicit proxies or votes in support of its nominee(s) in accordance with Rule 14a-19 under the Exchange Act, (iv) stockholders must provide prompt notice to the Company if such stockholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act after providing notice of a such stockholder's intent to solicit proxies pursuant to Rule 14a-19 under the Exchange Act, (v) stockholders must use a proxy card color other than white, and (iv) stockholders are not entitled to make additional or substitute nominations after the nomination deadline.

The foregoing summary description of the Amended By-Laws is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
Number       Description

3.1            Amended and Restated By-Laws of Teradyne, Inc.

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

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