TELEDYNE TECHNOLOGIES INC
For the period ended Apr 24, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Mar 15, 2024
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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
| ☑ 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 Pursuant to Section 240.14a-11c or Section 240.14a-12 | |
| TELEDYNE TECHNOLOGIES INCORPORATED | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement) | |
| 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 |
Teledyne Technologies Incorporated 1049 Camino Dos Rios Thousand Oaks, CA 91360
Dear Stockholder:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Teledyne Technologies Incorporated (the “Company”) to be held virtually on Wednesday, April 24, 2024 at 9:15 a.m. Pacific Time. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting: https://meetnow.global/MAPYH49 on the meeting date and at the time described in the accompanying Proxy Statement. There is no physical location for the Annual Meeting.
This booklet includes the Notice of Meeting as well as the Company’s Proxy Statement.
We know that you may be unable to attend the virtual Annual Meeting. The proxies that we solicit give you the opportunity to vote on all matters that are scheduled to come before the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone or by Internet as described in the following materials, or if you request that proxy materials be mailed to you, by completing, signing, dating, and returning your proxy card enclosed with those materials in the postage-paid envelope provided to you.
Thank you for your investment in our Company. We look forward to your attendance virtually at the 2024 Annual Meeting.
Sincerely,
Robert Mehrabian
Executive Chairman
Teledyne Technologies Incorporated
Notice of Annual Meeting of Stockholders
| Meeting Date: April 24, 2024 Time: 9:15 a.m. Pacific Time | Meeting Access: Virtual Stockholder Meeting | Record Date: March 1, 2024 |
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Agenda
Stockholders will be asked to vote upon the following proposals at the Annual Meeting:
| 1) | To elect each of the four Class I director nominees identified in the accompanying Proxy Statement for a three-year term, or until the successor to such director nominee is elected and duly qualified; |
| 2) | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024; |
| 3) | To vote, on a non-binding, advisory basis, to approve the Company’s 2023 executive compensation; |
| 4) | To vote on a proposal to approve amendments to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors; |
| 5) | To vote on a proposal to approve amendments to the Company’s Restated Certificate of Incorporation to provide for executive officer exculpation; |
- To vote on a stockholder proposal to adopt simple majority voting; and
| 7) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The 2024 Proxy Statement and the 2023 Annual Report to Stockholders are available at www.envisionreports.com/tdy
To access the virtual Annual Meeting, go to https://meetnow.global/MAPYH49 before the scheduled start time. Online access to the meeting will begin at 9:00 a.m. Pacific Time. Teledyne’s proxy materials are currently available at www.envisionreports.com/tdy.
Attending the Virtual Annual Meeting as a Stockholder of Record
If you were a holder of record of common stock of Teledyne at the close of business on March 1, 2024 (the “Record Date”) (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing https://meetnow.global/MAPYH49 and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials you previously received.
Registering to Attend the Virtual Annual Meeting as a Beneficial Owner
If you were a beneficial holder of record of common stock of Teledyne as of the Record Date (i.e. you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend the Annual Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Teledyne common stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker, or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern, on April 19, 2024. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/MAPYH49 and enter your control number.
Asking Questions
If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MAPYH49, entering your control number, and clicking on the message icon in the upper right hand corner of the page. Questions will be answered after the meeting by following up directly with the stockholder of record or the registered beneficial owner. Please include your email address with your question so that we may follow up with you.
Voting Shares
If you have not already voted your shares in advance, you will be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” tab on the Meeting Center site. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.
Attending the Annual Meeting as a Guest
If you would like to enter the meeting as a guest in listen-only mode, click on the “Guest” tab after entering the meeting center at https://meetnow.global/MAPYH49 and enter the information requested on the following screen. Please note you will not have the ability to ask questions, present proposals or vote during the meeting if you participate as a guest.
Guests are allowed to access the meeting but will not be able to ask questions, present proposals or vote. Only Registered Stockholders and Beneficial Stockholders that have already submitted a Legal Proxy to Computershare and have obtained a Control Number (or their authorized representatives) may vote, present proposals and ask questions during the meeting. Please see the questions and answers section of the accompanying Proxy Statement for more information about attending the Annual Meeting. For information about the Company, please visit our website at www.teledyne.com.
By Order of the Board of Directors,
Melanie S. Cibik
Executive Vice President, General Counsel, Chief Compliance Officer
and Secretary
Your vote is important:
Whether or not you plan to virtually attend the Annual Meeting, please vote as soon as possible by one of the methods described in the proxy materials for the Annual Meeting to ensure that your shares are represented and voted at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 24, 2024. The Notice of Annual Meeting, Proxy Statement and 2023 Annual Report are available at: www.envisionreports.com/tdy.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.