Teradyne, Inc. (TER) Earnings Call Transcript & Summary

Good morning. The meeting will come to order. It's my pleasure to welcome you to the 2021 Teradyne Annual Shareholders' Meeting. I'm Andy Blanchard, Vice President of Corporate Relations for Teradyne. Please note that Roy Vallee, our Board Chair; Mark Jagiela, our CEO; Sanjay Mehta, our CFO; and all of our Board members are in attendance. Voting is currently open. [Voting]

[Operator Instructions] Before asking a question, we invite you to refer to the proxy statement for this meeting, which contains information about the proposals on today's agenda. We are not planning to answer any question, which is not related to the formal business of today's meeting or if the answer to the question is substantially covered in the proxy statement already. Pertinent questions will be answered at the end of the annual meeting subject to time constraints. Please submit questions prior to the vote on proposal #7, so that there is sufficient time to collect properly submitted questions. The first item of business stated in the notice of the meeting is to elect the directors to the Board.

I move to nominate each of the directors listed in the proxy to serve for a 1-year term or until their earlier resignation or removal.

I second the motion.

A majority of the shares have voted in favor of the motion. The motion is carried. The second item of business as stated in the notice of the meeting is to approve in a nonbinding advisory vote, the compensation of the named executive officers of the company as disclosed in the proxy.

I move that the proposal to approve the compensation of the named executive officers of the company as disclosed in the proxy be approved.

I second the motion.

A majority of the shares have voted in favor of the motion. The motion is carried. The third item of business as stated in the notice of the meeting is to approve an amendment to the company's articles of organization to lower the voting requirement for shareholder approval of mergers, share exchanges and substantial sales of company assets from a supermajority to a simple majority.

I move that the amendment to the company's articles of organization be approved.

I second the motion.

2/3 of the shares have voted in favor of the motion. The motion is carried. The amendment to the company's articles of organization has been approved. The fourth item of business as stated in the notice of the meeting is to approve an amendment to the company's articles of organization to permit shareholders to act by simple majority written consent rather than by unanimous written consent.

I move that the amendment to the company's articles of organization be approved.

I second the motion.

2/3 of the shares have voted in favor of the motion. The motion is carried. The amendment to the company's articles of organization has been approved. The fifth item of business as stated in the notice of the meeting is to approve an amendment to the 1996 employee stock purchase plan to increase the aggregate number of shares of common stock that may be issued pursuant to the plan by 3 million shares.

I move that the amendment to the 1996 employee stock purchase plan be approved.

I second the motion.

A majority of shares have voted in favor of the motion, and the motion is carried. The amendment to the 1996 employee stock purchase plan has been approved. The sixth item of business as stated in the notice of the meeting is to approve the 2006 equity and cash compensation incentive plan as amended.

I move that the 2006 equity and cash compensation incentive plan, as amended, be approved.

I second the motion.

A majority of the shares have voted in favor of the motion. The motion is carried. The 2006 equity and cash compensation incentive plan, as amended, has been approved. The seventh item of business as stated in the notice of the meeting is to ratify the appointment of PricewaterhouseCoopers as the independent auditor of Teradyne for the fiscal year ending December 31, 2021.

I move that the proposal to ratify the appointment of PricewaterhouseCoopers as Teradyne's independent auditor for fiscal year ending December 31, 2021, be ratified and approved.

I second the motion.

A majority of the shares have voted in favor of the motion. The motion is carried. Voting is now closed. If there is no further business to come before the meeting, I will entertain a motion to entertain -- to adjourn the formal portion of the meeting.

I move that the formal portion of the meeting be adjourned.

I second the motion.

All those in favor, say aye. Those opposed? The motion is carried. The formal portion of the meeting is now concluded. There being no submitted questions, that concludes our meeting today. Thank you very much for joining us. And as always, you can reach out to me at [email protected]. Thank you for joining today.