DEFA14A 1 ter-defa14a-20251.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ | Definitive Proxy Statement
☒ | Definitive Additional Materials
☐ | Soliciting Material under §240.14a-12

Teradyne, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ | No fee required.
☐ | Fee paid previously with preliminary materials
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TERADYNE TERADYNE, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. PO BOX 1342 BRENTWOOD, NY 11717 Your Vote Counts! TERADYNE, INC. 2025 Annual Meeting Vote by May 8, 2025 11:59 PM ET V65275-P25137 You invested in TERADYNE, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 9, 2025. Get informed before you vote View the Notice and Proxy Statement, Shareholder Letter and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 25, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote in Person at the Meeting* May 9, 2025 10:00 AM, ET Teradyne, Inc. 600 Riverpark Drive North Reading, MA 01864 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. To elect the seven nominees named in the accompanying proxy statement to the Board of Directors to serve as directors for a one-year term: Nominees: 1a. Peter Herweck For 1b. Mercedes Johnson For 1c. Ernest E. Maddock For 1d. Marilyn Matz For 1e. Gregory S. Smith For 1f. Paul J. Tufano For 1g. Bridget van Kralingen For 2. To approve, on a non-binding, advisory basis, the 2024 compensation of the Company’s named executive officers. For 3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. For 4. To approve an amendment and restatement of the Equity and Cash Compensation Incentive Plan. For 5. To vote on a shareholder proposal requiring the Company to prepare a report about political contributions and expenditures. Agains Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V65276-P25137