tdy-20201020

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2020

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware

1-15295

25-1843385

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1049 Camino Dos Rios

Thousand Oaks, California

91360-2362

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (805) 373-4545

(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:


☐			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 on each exchange on which registered
Common Stock, par value $.01 per share	TDY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02 Results of Operations and Financial Condition

On October 21, 2020, Teledyne Technologies Incorporated ("Teledyne") issued a press release with respect to its third quarter 2020 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On October 20, 2020, Teledyne announced that, effective October 20, 2020, Teledyne's Board of Directors fixed the number of directors at 11 and appointed Michelle A. Kumbier as a Class III Director for a term expiring at the 2023 Annual Meeting of Stockholders. Ms. Kumbier will become a member of the Audit Committee and the Personnel and the Compensation Committee of the Teledyne Board.

Ms. Kumbier, age 52, is the former Chief Operating Officer of Harley-Davidson Motor Company having served in that capacity from October 2017 to April 2020. Ms. Kumbier had previously served as Harley-Davidson’s Senior Vice President, Motor Company Product and Operations from May 2015 to October 2017, as its Senior Vice President of Motorcycle Operations from September 2012 to April 2015, and as its Senior Vice President, Product Development from November 2010 to August 2012. Ms. Kumbier is also a member of the Board of Directors of Abbott Laboratories since 2018.

As a non-employee director, Ms. Kumbier will be entitled to receive an annual retainer fee, currently $110,000, which annual fee is payable in two equal installments on or about January 1, 2020 and July 1, 2020. Each non-employee director is also automatically granted a restricted stock unit award on the date of the Annual Meeting of Stockholders equal to $110,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole unit share. If a person such as Ms. Kumbier becomes a non-employee director for the first time on a date other than an Annual Meeting date, such nonemployee director will paid a prorated portion of the annual retainer fee based on the number of days of service for such calendar year and automatically be granted an award of restricted stock units, effective as of the date of becoming a director, equal to $55,000 divided by the fair market value of a share of Teledyne common stock on the date of grant, rounded down to the nearest whole share. The restricted stock unit award vests on the earlier of (a) one year after the date of grant, (b) upon a separation of the director from board service, or (c) upon a change of control. Shares of stock underlying the restricted stock award will be issued upon vesting unless the director elects to defer issuance until such time as the director separates from board service.

A press release dated October 20, 2020, announcing Ms. Kumbier’s appointment as a new member of Teledyne’s Board of Directors is included as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits

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 hereunto duly authorized.

TELEDYNE TECHNOLOGIES INCORPORATED

By:

/s/ Susan L. Main

Susan L. Main

Senior Vice President and Chief Financial Officer

Dated: October 21, 2020