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TERADYNE, INC Proxy Solicitation & Information Statement 2017

Mar 30, 2017

14837_rns_2017-03-30_29dbb9bb-ee63-4a5d-9129-3acb677efbd5.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d360511ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240. 14a-12

Teradyne, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 09, 2017

TERADYNE, INC. Meeting Information — Meeting Type: Annual Meeting
For holders as of: March 16, 2017
Date: May 09, 2017 Time: 10:30 AM EST
Location: Teradyne, Inc.
600 Riverpark Drive
Teradyne, Inc. C/O
Broadridge Corporate Solutions, Inc P O Box 1342 Brentwood, NY 11717 North Reading, MA
01864
You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication
presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the
proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1.
Notice & Proxy Statement 2. Shareholder Letter 3. Form 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
*
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before April 25, 2017 to facilitate timely delivery.
— How To Vote
—
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by
the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting items

The Board of Directors recommends you vote FOR the following: — 1. Election of Directors The Board of Directors recommends you vote 1 YEAR on the following proposal:
Nominees
1a Michael A. Bradley 3 To approve, in a non-binding, advisory vote, that the frequency of an advisory vote on the compensation of the Company’s named executive officers as set forth in the
Company’s proxy statement is every year, every two years, or every three years.
1b Daniel W. Christman
1c Edwin J. Gillis
1d Timothy E. Guertin The Board of Directors recommends you vote FOR the
following proposal:
1e Mark E. Jagiela 4 To ratify the selection of PricewaterhouseCoopers LLP
as independent registered public accounting firm for the fiscal year ending December 31, 2017.
1f Mercedes Johnson
1g Paul J. Tufano
1h Roy A. Vallee NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
The Board of Directors recommends you vote FOR the
following proposal:
2 To approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed in the
Company’s proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation Tables”.