8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 27, 2021

TERADYNE, INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-06462	04-2272148
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Riverpark Drive, North Reading, MA	01864
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (978) 370-2700

(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 (see General Instruction A.2. below):

☐ 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 of each exchange on which registered
Common Stock, par value $0.125 per share	TER	Nasdaq Stock Market LLC

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

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

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)

SIGNATURES

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 thereunto duly authorized.

	TERADYNE, INC.
Dated: September 29, 2021	By:	/s/ Sanjay Mehta
	Name:	Sanjay Mehta
	Title:	V.P., Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Andy Blanchard

Investor Relations

Tel 978.370.2425

investorrelations@teradyne.com

Ford Tamer Elected to Teradyne’s Board of Directors

NORTH READING, Mass. – September 28, 2021 – Teradyne, Inc. (NASDAQ:TER) announces the election of Ford Tamer to its Board of Directors effective November 8, 2021. Mr. Tamer was also appointed to the Board’s Audit Committee.

“We are delighted to have Ford join Teradyne’s Board of Directors,” said Paul Tufano, Teradyne Chair of the Board. “He is a veteran of the semiconductor industry whose vast market, technology and leadership experience will make him a valuable addition to the Board as Teradyne looks to expand our industry leading position in both electronic test equipment and advanced industrial automation.”

Mr. Tamer has over 30 years of experience in the technology industry. From 2012 until its acquisition by Marvell Technology in 2021, Mr. Tamer was the CEO of INPHI Corporation, a leading maker of high-speed semiconductors for datacenter applications. Prior to that, he was the CEO of Telegent Systems, and held senior leadership positions at chip makers Broadcom and Agere Systems, which he co-founded.

Mr. Tamer earned his Bachelor of Engineering from the American University of Beirut, and a Master’s and PhD in Engineering from the Massachusetts Institute of Technology.

About Teradyne

Teradyne (NASDAQ:TER) brings high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its Industrial Automation offerings include collaborative and mobile robots that help manufacturers of all sizes improve productivity and lower costs. In 2020, Teradyne had revenue of $3.1 billion and today employs 5,700 people worldwide. For more information, visit teradyne.com. Teradyne^® is a registered trademark of Teradyne, Inc. in the U.S. and other countries.

XML

Document and Entity Information	Sep. 27, 2021
Cover [Abstract]
Entity Registrant Name	TERADYNE, INC
Amendment Flag	false
Entity Central Index Key	0000097210
Document Type	8-K
Document Period End Date	Sep. 27, 2021
Entity Incorporation State Country Code	MA
Entity File Number	001-06462
Entity Tax Identification Number	04-2272148
Entity Address, Address Line One	600 Riverpark Drive
Entity Address, City or Town	North Reading
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01864
City Area Code	(978)
Local Phone Number	370-2700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.125 per share
Trading Symbol	TER
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false