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TERADYNE, INC : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

09/29/2021 | 04:41pm EST

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

           Appointment of Certain Officers; Compensatory Arrangements of Certain

On September 27, 2021, the Board of Directors (the "Board") of Teradyne, Inc. ("Teradyne") elected Ford Tamer as a director of Teradyne effective November 8, 2021 and appointed him to the Board's Audit Committee.

The Board has determined that Mr. Tamer 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.

Mr. Tamer will receive compensation at the rate of $80,000 per year.

On November 8, 2021, Mr. Tamer will receive 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 $98,600 based on the Board's annual equity compensation of $200,000 prorated daily to reflect the period from his date of appointment to the expected date of the 2022 Annual Meeting of Shareholders. This grant vests in full on the earlier of the date the 2022 Annual Meeting of Shareholders is held or the last Thursday in May 2022.

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

Item 8.01. Other Events.

On September 28, 2020, Teradyne issued a press release announcing the election of Mr. Tamer to the Board effective as of November 8, 2021. 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 September 28, 2021.

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


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