Teledyne Technologies Incorporated (TDY) Earnings Call Transcript & Summary

Hello, and welcome to the special meeting of stockholders of Teledyne Technologies Incorporated. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Robert Mehrabian, Executive Chairman of Teledyne. Dr. Mehrabian, the floor is yours.

Thank you very much. Good morning, ladies and gentlemen. I am Robert Mehrabian, Executive Chairman of Teledyne Technologies Incorporated, and it is my pleasure to welcome you to this meeting. It is 9:00 a.m. Pacific Time, and in accordance with the notice of the meeting, I call to order Teledyne Technologies' special meeting of stockholders. This special meeting is also being made available to the public in a listen-only webcast mode. An agenda for the meeting has been posted on our virtual meeting site. You will note that under item 5 in the agenda, an opportunity is provided for questions, which will be answered after the meeting. All stockholders entitled to vote at this meeting have the ability to do so online. If you're a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we'll close the polls and Melanie S. Cibik, Teledyne Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, will present the preliminary report of the inspector of election. We're being assisted today virtually by representatives of Computershare. Mr. Mark Cano will serve as the inspector of election. I will now move to the second agenda item. Ms. Melanie Cibik will report on the mailing of the notice of this meeting and the presence of a quorum.

This meeting is held pursuant to notice dated and mailed or made available to stockholders on or about April 16, 2021, to each stockholder of record on April 9, 2021, who is entitled to vote. A list of stockholders entitled to vote at this meeting has been made available at company headquarters for the past 10 days and is available for examination by any stockholder desiring to do so on the website used to access this meeting. All documents concerning the call and notice of the meeting will be filed with the records of the meeting. The preliminary count of shares present immediately before the start of this meeting indicated 88.35% of the outstanding voting stock of the company present in person or by proxy. This represents a quorum.

Thank you very much. I hereby declare a quorum is present at the meeting. Now we'll proceed to agenda item #3. The first matter to be acted upon by the stockholders is the approval of the issuance of Teledyne common stock in connection with the transactions contemplated by the agreement and plan of merger dated as of January 4, 2021, by and among Teledyne, FLIR Systems, Inc. and 2 wholly owned subsidiaries of Teledyne, Firework Merger Sub I, Inc. and Firework Merger Sub II, LLC. The Board has recommended a vote in favor of this proposal. Therefore, I move for the approval of this proposal.

I second the motion.

Thank you. The second and final matter being submitted to stockholders for action is the approval of one or more adjournments of this special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Teledyne share issuance proposal at the time of this special meeting. The Board has recommended a vote in favor of this proposal. Therefore, I move for the approval of this proposal.

I second the motion.

Ms. Cibik, is there any other business that this forum should consider?

Management knows of no matters to be properly presented for consideration at this special meeting other than those stated in the notice of the special meeting and described in the proxy statement.

Thank you. Voting has now been closed. We will now have a report from the secretary, Melanie S. Cibik.

Mr. Chairman, the balance have been counted and over 99% of the shares present in person or by proxy at this meeting have voted in favor of approving the share issuance proposal. There being sufficient votes to approve this Teledyne share issuance proposal, it is not necessary to consider the adjournment of this meeting in order to solicit additional proxies. As secretary of the meeting, I will proceed to file the written report of the inspector of elections showing the final vote count with respect to the matters voted on today with the minutes of this meeting.

Thank you. I hereby declare that the Teledyne share issuance proposal has been duly approved. We have now come to that part of the agenda providing for general questions and discussions. If you are a stockholder entitled to vote at this meeting and wish to ask a question, you may submit a question by clicking on the Messages icon in the upper right-hand corner of your screen and typing in your question. We will answer questions submitted by you after this meeting. As there is no other business, this concludes our meeting. Thank you for joining and for your support and interest in Teledyne. The meeting is now adjourned. Thank you.

This concludes the meeting. You may now disconnect.