Teledyne Technologies Incorporated ($TDY)

Hello, and welcome to the 2026 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 Mehrabian, Executive Chairman of Teledyne Technologies Incorporated, and it's my pleasure to welcome you to the 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 have 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 have closed 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 also participating virtually. The directors who are candidates for reelection are Michelle A. Kumbier, Senior Vice President and President, Turf & Consumer Products, Briggs & Stratton, LLC and Robert A. Malone, Executive Chairman, President and CEO of First Sonora Bancshares, Inc. and Retired Chairman and President of BP America, Inc. Teledyne Directors whose terms are continuing, in addition to myself, are Laura A. Black, Managing Director of Needham & Company, LLC; George C. Bobb III, President and CEO of Teledyne; Simon M. Lorne, Senior Advisor and Former Vice Chairman and Chief Legal Officer of Millennium Management LLC and Former General Counsel, U.S. Securities and Exchange Commission; Vincent J. Morales, Senior Vice President and Chief Financial Officer of PPG Industries Inc.; Jane C. Sherburne, Principal of Sherburne PLLC and Former Senior 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 Lead Director and Wesley W. von Schack, Chairman of AEGIS Insurance Services and Former Chairman, President and CEO of Energy East Corporation. I would like to take a moment to express our deep gratitude to our director and friend, Ken Dahlberg who decided to retire from our Board of Directors following the expiration of his term at today's Annual Meeting of Stockholders. Throughout his 20-year service Ken has been a valued and dedicated member of the Board and we're deeply grateful for his many contributions to Teledyne. I would also like to introduce Stephen F. Blackwood, Executive Vice President and Chief Financial Officer of Teledyne and Melanie S. Cibik, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of Teledyne. Also present today is Adam Parrish of Deloitte & Touche, the company's independent auditors. If questions arise during the discussion period that Adam should appropriately address, he will be glad to respond. We're also being assisted today virtually by representatives of Computershare, Mark Cano will serve as inspector of election. I will now move to the second agenda item. 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 stated and mailed or made available to stockholders on March 12, 2026, to each stockholder of record on March 2, 2026 who is entitled to vote. A list of stockholders entitled to vote at the meeting has been available at company headquarters for the past 10 days and is also 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 93.76% 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 stockholders is the election of 2 Class III directors to serve until the 2027 Annual Meeting as provided in the proxy statement. Melanie Cibik will now put in nomination the name of the slate of directors listed in the proxy statement.

I hereby nominate for election as directors of the company the following directors: Michelle A. Kumbier and Robert A. Malone.

I second the motion.

Thank you, Steve. 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 to audit the financial statements of the company and its subsidiaries for the year 2026.

I second the nomination -- or motion, sorry.

Thank you. 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.

Thank you, Melanie. The next matter being submitted to stockholders for action is the proposal to approve the amendment and restatement of Teledyne's Restated Certificate of Incorporation to adopt a stockholder right to call a special meeting of stockholders as described in the proxy statement. As noted in the proxy statement, the affirmative vote of a majority 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.

Thank you, Steve. The next and final matter being submitted is the approval of the proposed Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan as described in the proxy statement. Based on the recommendation of the Personnel and Compensation Committee, the Board adopted the amended plan subject to stockholder approval. The Board has recommended a vote in favor of this purpose of, therefore, I move for the approval of this proposal.

I second the motion.

Thank you. 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.

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

Mr. Chairman, the ballots have been counted in over 96% of the shares present in person or by proxy at this meeting have been voted for the election of each of the 2 Class III director nominees named in the proxy statement. Over 97% 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 2026. 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. Over 87% of the outstanding shares have been voted in favor of approving an amendment and restatement of the company's restated Certificate of Incorporation to adopt the stockholders' right to call special meetings of stockholders. Finally, over 93% of the shares present in person or by proxy at this meeting have been voted in favor of approving the amended and restated Teledyne Technologies Incorporated 2014 Incentive Award Plan.

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 2026 has been duly ratified and the advisory resolution on executive compensation has been duly approved. I hereby declare that the proposal to approve an amended and restatement of the Company's Restated Certificate of Incorporation to adopt a stockholder right to call a special meeting of stockholders has been duly approved. Finally, I hereby declare that the proposal to approve the amended and restated Teledyne Technologies Incorporated 2014 Incentive Award Plan has been duly approved. We have now come to that part of the agenda providing for general questions and discussions. If there is or are stockholders entitled to vote at this meeting and wish to ask a question, you may submit the questions by clicking on the message icon in the upper right corner of your screen and typing in your question. We will answer questions submitted by you after the 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.

This concludes the meeting. You may now disconnect.