Teledyne Technologies (TDY) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 22, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on five key proposals: election of two directors, ratification of the auditor, advisory approval of executive compensation, amendment to allow shareholders to call special meetings, and approval of an amended incentive award plan.

• The Board recommends voting FOR all proposals and nominees.

• Proxy materials and the annual report are available online, with efforts to reduce environmental impact through electronic delivery.

Voting matters and shareholder proposals

• Election of two Class III directors for one-year terms expiring at the 2027 Annual Meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (“say on pay”).

• Amendment to the Certificate of Incorporation to allow shareholders holding at least 25% of voting power to call special meetings.

• Approval of the Amended and Restated 2014 Incentive Award Plan, increasing share reserve and updating plan terms.

• Board recommends FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members after the 2026 meeting, with 9 of 11 current members independent.

• Board declassification in process, with all directors to be elected annually starting in 2027.

• Board leadership is separated between Executive Chairman and CEO; lead independent director presides over executive sessions.

• Committees (Audit, Personnel and Compensation, Nominating and Governance) are fully independent.

• Annual board and committee self-evaluations, succession planning, and risk oversight are emphasized.

• Proxy access bylaw and no poison pill; simple majority voting in uncontested elections.