UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2025, the Board of Directors (the “Board”) of Teradyne, Inc. (“Teradyne”) appointed Necip Sayiner and Drew Henry as directors of Teradyne effective July 1, 2025. The Board also appointed Mr. Sayiner to the Board’s Audit Committee and Mr. Henry to the Board’s Compensation Committee and Nominating and Corporate Governance Committee effective July 1, 2025.
The Board has determined that Mr. Sayiner and Mr. Henry are both 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. Sayiner and Mr. Henry will be eligible to receive compensation for their service on the Board consistent with that provided to all non-employee directors, which is described under the caption “Director Compensation” in Teradyne’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2025, as adjusted by the Board of Directors from time to time.
There are no arrangements or understandings between Mr. Sayiner or Mr. Henry and any other persons pursuant to which either was selected to serve as a director of Teradyne. In addition, there are no transactions between Teradyne and Mr. Sayiner or Mr. Henry or either of their immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
| Item 7.01. | Regulation FD Disclosure |
On June 26, 2025, Teradyne issued a press release announcing the appointment of Mr. Sayiner and Mr. Henry to the Board effective as of July 1, 2025. 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 June, 26, 2025. | |
| 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: June 26, 2025 | By: | /s/ Ryan Driscoll | ||||
| Name: | Ryan Driscoll | |||||
| Title: | Vice President, General Counsel, & Secretary | |||||