Teledyne Technologies Files 8-K on Corporate Matters

TL;DR

TDY filed an 8-K covering corporate changes and financial docs.

AI Summary

Teledyne Technologies Inc. filed an 8-K on April 24, 2024, reporting on matters submitted to a vote of security holders and providing financial statements and exhibits. The filing details changes to the company's articles of incorporation or bylaws and its fiscal year.

Why It Matters

This filing provides updates on Teledyne's corporate governance and financial reporting, which are important for investors to understand the company's structure and performance.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing procedural matters and financial statements, not indicating any immediate operational or financial distress.

Key Players & Entities

• Teledyne Technologies Inc. (company) — Registrant
• April 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-15295 (filing_number) — SEC File Number
• 25-1843385 (tax_id) — I.R.S. Employer Identification No.
• 1049 Camino Dos Rios (address) — Principal executive offices street
• Thousand Oaks (city) — Principal executive offices city
• California (state) — Principal executive offices state
• 91360-2362 (zip_code) — Principal executive offices zip code
• ( 805 ) 373-4545 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• tdy-20240424.htm (8-K) — 50KB
• teledynecertificateofamend.htm (EX-3.1) — 14KB
• teledyne-5tha_rbylawsclean.htm (EX-3.2) — 193KB
• teledyne-5tha_rbylawsblack.htm (EX-3.3) — 244KB
• 0001094285-24-000056.txt ( ) — 710KB
• tdy-20240424.xsd (EX-101.SCH) — 2KB
• tdy-20240424_lab.xml (EX-101.LAB) — 22KB
• tdy-20240424_pre.xml (EX-101.PRE) — 13KB
• tdy-20240424_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the 2024 Annual Meeting of Stockholders of Teledyne Technologies Incorporated ("Teledyne"), the stockholders of Teledyne approved amendments to Teledyne's Restated Certificate of Incorporation (the "Restated Certificate") to (1) provide for the phased-in declassification of the Board of Directors and the annual election of directors and (2) provide for officer exculpation (the "Amendments"). As more fully described in Teledyne's Proxy Statement for the 2024 Annual Meeting, the Amendments: (1) Amend and restate in its entirety Article TEN of the Restated Certificate to provide that all directors will be elected annually beginning at the 2027 Annual Meeting. The directors to be elected at the 2024 Annual Meeting will be elected to serve a full three-year term. The directors to be elected at the 2025 Annual Meeting will be elected to serve a two-year term. The directors to be elected at the 2026 Annual Meeting will be elected to serve a one-year term. At the 2027 Annual Meeting and at each meeting of stockholders thereafter, all directors will be elected annually. All directors elected to fill vacancies will hold office for a term expiring at the annual meeting at which the term of the class to which they have been elected expires. (2) Amend the Restated Certificate to add Article FOURTEEN, which provides that no officer of Teledyne shall have personal liability to Teledyne or its stockholders for monetary damages for breach of fiduciary duty as an officer except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law. A copy of the Certificate of Amendment to the Restated Certificate, which has been filed with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Report and incorporated herein by reference. As a result of the approval of the amendments to Teledyne's Restate

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders (a)-(b) The 2024 Annual Meeting of Stockholders of Teledyne was held on April 24, 2024. 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 four nominees proposed by the Board of Directors were elected as Class I directors for a three-year term expiring at the 2027 Annual Meeting by the following votes: Name For Against Abstain Denise R. Singleton 38,654,785 3,005,620 206,204 Simon M. Lorne 36,276,887 5,380,909 208,813 Vincent J. Morales 40,876,191 972,275 18,143 Wesley W. von Schack 37,400,113 4,259,183 207,313 There were 2,711,756 broker non-votes with respect to this action. Other continuing directors include (1) Class II directors Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, whose terms expire at the 2025 Annual Meeting, and (2) Class III directors Kenneth C. Dahlberg, Michelle A. Kumbier and Robert A. Malone, whose terms expire at the 2026 Annual Meeting. 2. A proposal to ratify the appointment of Deloitte & Touche LLP as Teledyne's independent registered public accounting firm for 2024 was approved by a vote of 43,972,571 "for" versus 582,544 "against." There were 23,250 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 40,093,486 "for" versus 1,736,666 "against." There were 36,457 abstentions and 2,711,756 broker non-votes with respect to this action. 4. The proposal to approve amendments to Teledyne's Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of Directors was approved by a vote of 41,565,197 "for" versus 287,053 "against." There were 14,359 abstentions and 2,711,756 broker non-votes with respect to this action.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 3.1 Certificate of Amendment to Teledyne's Restated Certificat e of Incorporation Exhibit 3.2 Fifth Amended and Restated Bylaws of Teledyne Exhibit 3.3 Fifth Amended and Restated Bylaws of Teledyne (blackline showing changes) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 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. TELEDYNE TECHNOLOGIES INCORPORATED By: /s/ Melanie S. Cibik Melanie S. Cibik Executive Vice President, General Counsel, Chief Compliance Officer and Secretary Dated: April 25, 2024 EXHIBIT INDEX Description Exhibit 3.1 Certificate of Amendment to Teledyne's Restated Certificate of Incorporation Exhibit 3.2 Fifth Amended and Restated Bylaws of Teledyne Exhibit 3.3 Fifth Amended and Restated Bylaws of Teledyne (blackline showing changes) Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)