Teledyne Technologies Incorporated (TDY) Earnings Call Transcript & Summary

Hello, and welcome to the 2025 Annual Meeting of Stockholders of Teledyne Technologies Incorporated. Please note that today's meeting is being recorded. [Operator Instructions] 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. Good morning, ladies and gentlemen. I'm Robert Meridian, Executive Chairman of Teledyne Technologies Incorporated, and it is my pleasure to welcome you to this meeting. It's 9:15 a.m. And in accordance with the notice of the meeting, I call to order Teledyne Technologies Annual Meeting of Stockholders. This year, we are again holding our annual meeting virtually. This annual meeting is also being made available to the public in a listen-only webcast mode. An agenda and rules of conduct for the meeting has been posted on our virtual meeting site. All stockholders entitled to vote have the ability to do so online. After voting has been completed on all matters on the agenda, we will close the polls, and Ms. Cibik will present the preliminary report of the inspector of election. I will now make certain introductions. Let me first introduce our directors who are participating virtually. The directors who, in addition to myself, are candidates for reelection are: Jane C. Sherburne, Principal of Sherburne PLLC and former Senior Vice President -- Executive Vice President, General Counsel and Corporate Secretary of The Bank of New York Mellon Corporation; Michael T. Smith, retired Chairman and CEO of Hughes Electronics Corporation and Teledyne's Lead Director. Teledyne directors whose terms are continuing are: Kenneth C. Dahlberg, retired Chairman and CEO of Science Applications International Corporation; Michelle A. Kumbier, Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC; Simon M. Lorne, Senior Adviser and former Vice Chairman and Chief Legal Officer of Millennium Management LLC and former General Counsel, U.S. Securities and Exchange Commission; Robert A. Malone, Executive Chairman, President and CEO of First Sonora Bancshares and retired Chairman and President of BP America, Inc.; Vincent J. Morales, Senior Vice President and Chief Financial Officer of PPG Industries, Inc.; Denise R. Singleton, Chief Legal Officer and Corporate Secretary, Holcim Group North America; and Wesley W. von Schack, Chairman of AEGIS Insurance Services and former Chairman, President and CEO of Energy East Corporation. I would like now to take a moment to express our deep gratitude to our director and friend, Charlie Crocker, who has decided to retire from our Board of Directors following the expiration of his term at today's annual meeting. Charlie served as a dedicated director to Teledyne for 24 years. I'd also like to introduce now Edwin Roks, Chief Executive Officer; George C. Bobb III, President and Chief Operating Officer; Stephen F. Blackwood, Executive Vice President and Chief Financial Officer; and Melanie S. Cibik, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of the Board. Also present today are Adam Parrish of Deloitte & Touche, the company's independent auditors. If questions arise during the discussion period that Adam should appropriately address, he'll be glad to respond. We're also assisted today virtually by representatives of Computershare, Mark Cano, who will serve as inspector of election. I will now move to the second agenda item. Ms. 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 March 14, 2025, to each stockholder of record on March 3, 2025, 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 vote 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 91.79% of the outstanding voting stock of the company present in person or by proxy. This represents a quorum.

I hereby declare a quorum is present at the meeting. Now we will proceed to agenda item #3. The first matter to be acted upon by the stockholders is the election of 3 Class II directors to serve until the 2027 Annual Meeting as provided in the proxy statement. Melanie Cibik will now put in nomination the names of the slate of directors listed in the proxy statement.

I hereby nominate for election as directors of the company the following directors: Jane C. Sherburne, Michael T. Smith and Robert Mehrabian.

I second the motion.

No written notice was received by Teledyne that any other nominations would be made at this meeting pursuant to the nomination procedure provided for in the company's restated certificate of incorporation and bylaws. Therefore, I declare the nominations closed. The next matter being submitted to stockholders for action is the ratification of the appointment by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm. In its deliberations, the Audit Committee has worked regularly with Deloitte & Touche LLP and has had the opportunity to evaluate their work. I move for the ratification of the appointment of Deloitte & Touche LLP to audit the financial statements of the company and its subsidiaries for the year 2025.

I second the motion.

The next matter being submitted to stockholders for action is the advisory resolution on executive compensation, commonly referred to as say on pay. We're asking the stockholders to approve the nonbinding advisory resolution on executive compensation as described and set forth in the proxy statement. The Board has recommended a vote in favor of this nonbinding resolution. Therefore, I move for the approval of this resolution.

I second the motion.

The next matter being submitted to stockholders for action is the proposal to approve amendments to Teledyne's restated certificate of incorporation to adopt majority voting provisions. As noted in the proxy statement, the affirmative vote of at least 75% of shares outstanding is required to approve this proposal. The Board has recommended a vote in favor of this proposal. Therefore, I move for the approval of this proposal.

I second the motion.

The next and final matter being submitted to stockholders is a stockholder proposal to support shareholder ability to call for a special shareholder meeting. As per the agenda and rules of conduct, the stockholder will be given 3 minutes to introduce his proposal at this meeting, and the Chair recognizes Mr. John Chevedden. Operator, please unmute Mr. Chevedden's for a period of 3 minutes.

Hello. This is John Chevedden. Proposal 5, shareholder ability to call for a special shareholder meeting. Shareholders ask the Board of Directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. This includes that all the requirements for shareholders to call a special shareholder meeting be included in the bylaws. A shareholder right to call for a special shareholder meeting as called for in this proposal can help make shareholder engagement meaningful. A shareholder right to call for a special shareholder meeting will help ensure that Teledyne Technologies Board and management engages with shareholders in good faith because shareholders will have a viable plan B by calling for a special shareholder meeting. To guard against the Board of Directors becoming complacent, shareholders need the ability to call a special meeting to help the Board adopt new strategies when needed. Teledyne does not seem to be opposed to giving its shareholders a right to call for a special shareholder meeting according to the Teledyne statement next to this proposal. Companies often claim that shareholders have multiple means to communicate with management. But in most cases, these means are as effective as mailing a letter to the CEO. With the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters and Teledyne bylaws need to be updated accordingly. Please vote yes, special shareholder ability to call for a special shareholder meeting, Proposal 5.

Is that it? Thank you. The Board recommends a vote against this proposal for the reasons set forth in the proxy statement. 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 annual meeting.

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

Mr. Chairman, the ballots have been counted and over 93% of the shares present in person or by proxy at this meeting have been voted for the election of each of the 3 Class II director nominees named in the proxy statement. Over 98% of the shares present in person or by proxy at this meeting have voted in favor of ratifying the appointment of Deloitte & Touche LLP as Teledyne's independent registered accounting firm to audit our financial statements for fiscal 2025. Over 95% of the shares present in person or by proxy at this meeting have been voted in favor of approving the advisory vote on executive compensation. Approximately 85.9% of the outstanding shares have been voted in favor of approving the proposal to amend the company's restated certificate of incorporation to adopt majority provisions. Finally, in regards to the stockholder proposal to support shareholder ability to call for a special shareholder meeting, over 50% of the shares present in person or by proxy at this meeting have been voted in favor of approving the proposal.

I hereby declare that the nominees for directors have been duly elected. The appointment of Deloitte & Touche LLP to audit Teledyne's financial statements for our fiscal year 2025 has been duly ratified. And the advisory resolution and executive compensation has been duly approved. I hereby declare that the proposal to approve amendments to the company's restated certificate of incorporation to adopt majority voting provisions has been duly approved. And finally, I hereby declare that the stockholder proposal to support shareholder ability to call for a special shareholder meeting has been duly approved. We have now come to the part of the agenda providing for general questions and discussion. If you're a stockholder entitled to vote at this meeting and wish to ask a question, you may submit a question by clicking on the message icon on the upper right corner of your screen and typing in your question. We will answer questions submitted by you after this meeting. Please include your e-mail address with your question. 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 adjourned.

That concludes the meeting. You may now disconnect.