Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
(b) Teledyne Technologies Incorporated (the Company or Teledyne)
held its 2017 Annual Meeting of Stockholders (the Annual Meeting)
on April 26, 2017. At the Annual Meeting, the Company’s
stockholders approved the Amended and Restated Teledyne
Technologies Incorporated 2014 Incentive Award Plan (the Amended
Plan), which amends and restates the Companys 2014 Incentive
Award Plan (the Original Plan). The Amended Plan was adopted by
the Companys Board of Directors (the Board) on February 21, 2017,
subject to receiving stockholder approval at the Annual Meeting.
held its 2017 Annual Meeting of Stockholders (the Annual Meeting)
on April 26, 2017. At the Annual Meeting, the Company’s
stockholders approved the Amended and Restated Teledyne
Technologies Incorporated 2014 Incentive Award Plan (the Amended
Plan), which amends and restates the Companys 2014 Incentive
Award Plan (the Original Plan). The Amended Plan was adopted by
the Companys Board of Directors (the Board) on February 21, 2017,
subject to receiving stockholder approval at the Annual Meeting.
The Amended Plan makes the following material changes to the
Original Plan:
Original Plan:
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Increases the number of shares available by 2,500,000 shares;
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Provides that the aggregate number of shares available for
issuance will be reduced by 2.93 shares for each share subject to an award other than a stock option or stock appreciation right (a Full Value Award) that is granted on or after the effective date of the Amended Plan, and that the number of shares available for issuance will be increased by 2.93 shares for each share subject to a Full Value Award granted on or after the effective date of the Amended Plan that again becomes available for grant to the terms of the Amended Plan; |
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Imposes a $750,000 limit on the total aggregate value of cash
and equity-based awards granted under the Amended Plan to any non-employee director during any calendar year; |
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Mandates a vesting period of at least one year for all
equity-based awards granted under the Amended Plan, which applies to no less than 95% of the shares authorized for grant (subject to certain limited exceptions); |
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Dividends and dividend equivalents payable in connection with
all awards (previously only performance-based awards) granted under the Amended Plan will only be paid out to the extent that the time- and performance-based vesting conditions are satisfied and the shares underlying such awards are earned and vest; and |
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Permits the Company to withhold shares in connection with a
net-share settlement of an award based on the award holders maximum individual statutory withholding rates for the applicable jurisdiction. |
The terms and conditions of the Amended Plan are described in the
section entitled Item 2 on Proxy Card – Approval of Amended and
Restated Teledyne Technologies Incorporated 2014 Incentive Award
Plan (the Stockholder Proposal) in the Companys Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 10, 2017 (the Proxy Statement). The terms and
conditions of the Amended Plan in the Stockholder Proposal do not
purport to be a complete description of the Amended Plan, and are
qualified in their entirety by reference to the complete text of
the Amended Plan, which was attached as Annex A to the Proxy
Statement, and is incorporated herein by reference.
section entitled Item 2 on Proxy Card – Approval of Amended and
Restated Teledyne Technologies Incorporated 2014 Incentive Award
Plan (the Stockholder Proposal) in the Companys Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 10, 2017 (the Proxy Statement). The terms and
conditions of the Amended Plan in the Stockholder Proposal do not
purport to be a complete description of the Amended Plan, and are
qualified in their entirety by reference to the complete text of
the Amended Plan, which was attached as Annex A to the Proxy
Statement, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a)-(b) The 2017 Annual Meeting of Stockholders of Teledyne was
held on April 26, 2017. The actions described below were taken at
the Annual Meeting, for which proxies were solicited to
Regulation 14A under the Securities Exchange Act of 1934, as
amended.
held on April 26, 2017. The actions described below were taken at
the Annual Meeting, for which proxies were solicited to
Regulation 14A under the Securities Exchange Act of 1934, as
amended.
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1.
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The three nominees proposed by the Board of Directors were
elected as Class III directors for a three-year term expiring at the 2020 Annual Meeting by the following votes: |
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Name
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For
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Withheld
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Broker Non-Votes
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Roxanne S. Austin
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30,948,036
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472,676
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1,643,094
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Kenneth C. Dahlberg
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31,016,686
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404,026
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1,643,094
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Robert A. Malone
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31,248,587
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172,125
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1,643,094
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Other continuing directors include (1) Class I directors Simon M.
Lorne, Paul D. Miller and Wesley W. von Schack, whose terms
expire at the 2018 Annual Meeting, and (2) Class II directors
Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael
T. Smith, whose terms expire at the 2019 Annual Meeting.
Lorne, Paul D. Miller and Wesley W. von Schack, whose terms
expire at the 2018 Annual Meeting, and (2) Class II directors
Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael
T. Smith, whose terms expire at the 2019 Annual Meeting.
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2.
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The proposal to approve the Amended and Restated Teledyne
Technologies Incorporated 2014 Incentive Award Plan was approved by a by a vote of 28,653,794 for versus 2,722,662 against. There were 44,256 abstentions and 1,643,094 broker non-votes with respect to this action. |
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3.
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A proposal to ratify the appointment of Deloitte Touche LLP
as Teledynes independent registered public accounting firm for 2017 was approved by a vote of 32,768,139 for versus |
268,698 against. There were 26,969 abstentions and no broker
non-votes with respect to this action.
non-votes with respect to this action.
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4.
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The proposal to approve the non-binding advisory resolution
on Teledynes executive compensation was approved by a by a vote of 30,289,158 for versus 1,072,578 against. There were 58,976 abstentions and 1,643,094 broker non-votes with respect to this action. |
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5.
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The number of votes cast for the respective options for the
non-binding advisory resolution on frequency of future votes on Teledynes executive compensation was as set forth below, with 1 Year receiving the highest number of votes. |
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Number of Votes
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1 Year
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26,536,892
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2 Years
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23,395
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3 Years
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4,819,069
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Abstain
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41,356
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There were 1,643,094 broker non-votes with respect to this action.
Item 8.01. Other Events
At its meeting on April 25, 2017, the Nominating and Governance
Committee of the Board of Directors of Teledyne re-approved
standing resolutions related to the non-employee director
compensation under the Amended Plan, subject to approval of the
Amended Plan by stockholders at the 2017 Annual Meeting. The
compensation arrangements for non-employee directors set forth in
the standing resolutions are identical to those currently in
place under Original Plan. A copy of the standing resolutions of
the Nominating and Governance Committee is attached as Exhibit
10.2 to this report and incorporated herein by reference. A copy
of the Administrative Rules of the Amended and Restated Teledyne
Technologies Incorporated 2014 Incentive Award Plan Related to
Non-Employee Director Restricted Stock Unit Awards and Fees,
which was approved by the Board of Directors of Teledyne at its
meeting on February 21, 2017, is attached as Exhibit 10.3 to this
report and incorporated herein by reference.
Committee of the Board of Directors of Teledyne re-approved
standing resolutions related to the non-employee director
compensation under the Amended Plan, subject to approval of the
Amended Plan by stockholders at the 2017 Annual Meeting. The
compensation arrangements for non-employee directors set forth in
the standing resolutions are identical to those currently in
place under Original Plan. A copy of the standing resolutions of
the Nominating and Governance Committee is attached as Exhibit
10.2 to this report and incorporated herein by reference. A copy
of the Administrative Rules of the Amended and Restated Teledyne
Technologies Incorporated 2014 Incentive Award Plan Related to
Non-Employee Director Restricted Stock Unit Awards and Fees,
which was approved by the Board of Directors of Teledyne at its
meeting on February 21, 2017, is attached as Exhibit 10.3 to this
report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit 10.1
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Amended and Restated Teledyne Technologies Incorporated
2014 Incentive Award Plan (incorporated by reference to Annex A of the Companys Definitive Proxy Statement filed March 10, 2017) |
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Exhibit 10.2
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Standing resolutions of the Nominating and Governance
Committee related to non-employee director compensation |
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Exhibit 10.3
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Administrative Rules of the Amended and Restated
Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees |
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Denotes management contract or compensatory plan or arrangement.
About Teledyne Technologies Incorporated (NYSE:TDY)
Teledyne Technologies Incorporated provides enabling technologies for industrial markets. The Company caters to a range of markets, which include deepwater oil and gas exploration and production, oceanographic research, and air and water quality environmental monitoring. Its products include monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, and electronic test and measurement equipment. The Company operates through four segments: Instrumentation, which provides monitoring and control instruments for marine, environmental, industrial and other applications; Digital Imaging, which include sensors, cameras and systems, within the visible, infrared, ultraviolet and X-radiation (X-ray) spectra; Aerospace and Defense Electronics, which provides electronic components, subsystems and communications products, and Engineered Systems, which provides systems engineering and integration and technology development. Teledyne Technologies Incorporated (NYSE:TDY) Recent Trading Information
Teledyne Technologies Incorporated (NYSE:TDY) closed its last trading session up +0.54 at 134.80 with 161,779 shares trading hands.
