Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On January 26, 2021, the Board of Directors (the "Board") of Teradyne, Inc. (the "Company" or "Teradyne") amended and restated the Company's Amended and Restated Bylaws (the "Bylaws") to (a) implement proxy access and (b) reduce the required percentage of votes required to call a special meeting of shareholders, in each case, effective immediately.

The Bylaws include a new Article II, Section 10 that permits a shareholder, or a group of up to 20 shareholders, that owns, and has owned continuously for the preceding least three years, at least three percent of the issued and outstanding voting shares of the Company to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the shareholders and nominees satisfy the requirements specified in the Bylaws.

The Bylaws also amend and restate Article II, Section 2 to reduce the percentage of voting shares of the Company required to call a special meeting of shareholders from 66 2/3 to a majority in interest of all shares issued, outstanding and entitled to vote at a meeting.

The Bylaws also contain non-substantive conforming, clarifying, and updating changes to Article II, Sections 1 and 6 and Article III, Section 2.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits




3.1       Amended and Restated Bylaws of Teradyne, Inc., effective January 26, 2021

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses