Registrant’s telephone number, including area code: (i805) i373-4545
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(Former name or former address, if changed since last report)
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the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
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Securities registered pursuant to Section 12(b) of the Act:
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iCommon
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iTDY
iNew York Stock Exchange
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emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(b) Roxanne S. Austin retired from the Board of Directors of Teledyne Technologies Incorporated ("Teledyne") following Teledyne's 2021 Annual Meeting of Stockholders held on April 28, 2021. Ms. Austin's decision to retire was previously reported by Teledyne on a Current Report on Form 8-K dated October 1, 2020. With Ms. Austin’s retirement, the Board of Directors has fixed the number of directors at 10.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a)-(b) The 2021 Annual Meeting of Stockholders
of Teledyne was held on April 28, 2021. The actions described below were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
1. The three nominees proposed by the Board of Directors were elected as Class I directors for a three-year term expiring at the 2024 Annual Meeting by the following votes:
Name
For
Withheld
Broker
Non-Votes
Denise R. Cade
31,097,955
865,103
2,258,468
Simon M. Lorne
26,630,246
5,332,812
2,258,468
Wesley W. von Schack
30,946,281
1,016,777
2,258,468
Other
continuing directors include (1) Class II directors Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, whose terms expire at the 2022 Annual Meeting, and (2) Class III directors Kenneth C. Dahlberg, Michelle A. Kumbier and Robert A. Malone, whose terms expire at the 2023 Annual Meeting.
2. A proposal to ratify the appointment of Deloitte & Touche LLP as Teledyne’s independent registered public accounting firm for 2021 was approved by a vote of 34,008,856 “for” versus 179,292 “against.” There were 33,378 abstentions and no broker non-votes with respect to this action.
3. The proposal to approve the non-binding advisory resolution on Teledyne’s executive compensation was approved by a vote of 30,792,385 “for” versus 987,697 “against.” There were 182,976 abstentions
and 2,258,468 broker non-votes with respect to this action.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
