TERADYNE, INC : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Teradyne, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders on May 7, 2021 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved (i) an amendment to the 1996 Employee Stock Purchase Plan (the "ESPP") to increase the aggregate number of shares of common stock that may be issued pursuant to the ESPP by 3,000,000 and (ii) the 2006 Equity and Cash Compensation Incentive Plan, as amended (the "Plan"), to modify certain Plan terms as set forth in the Company's proxy statement filed with the U.S. Securities and Exchange Commission (the "Commission") on March 26, 2021. The foregoing description of the amendment to the ESPP and Plan is qualified in its entirety by reference to the full text of the ESPP and the Plan, each as amended, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

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 May 11, 2021, with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Restated Articles of Organization (the "Restated Articles of Organization"), giving effect to the foregoing amendments to the Articles of Organization.

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 March 26, 2021 to the Board of Directors to serve as directors for a one-year term. Each nominee for director was elected by a vote of the stockholders as follows:

Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Michael A. Bradley 137,125,779 1,986,671 114,056 10,345,978

Edwin J. Gillis 132,208,895 6,870,627 146,984 10,345,978 Timothy E. Guertin 135,069,873 4,056,097 100,536 10,345,978

Peter Herweck 134,241,354 4,883,600 101,552 10,345,978

 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 PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved by a vote of stockholders as follows:

 Votes For    Votes Against   Votes Abstained
141,284,236     8,153,617         134,631

Item 8.01. Other Information.

On May 7, 2021, the Company announced that the Board appointed Paul J. Tufano to serve as Chair of the Board of Directors, effective immediately. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits



 3.1      Restated Articles of Organization of Teradyne, Inc., effective May 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, dated May 7, 2021

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

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