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.

• Key proposals include director elections, auditor ratification, executive compensation approval, a special meeting right for shareholders, and an amended incentive plan.

• The Board recommends voting FOR all proposals and nominees.

• Proxy materials and annual reports are available online, with an emphasis on electronic delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class III directors for a one-year term; (2) ratification of Deloitte & Touche LLP as auditor for 2026; (3) advisory approval of 2025 executive compensation; (4) amendment to allow shareholders with 25%+ voting power to call special meetings; (5) approval of the amended 2014 Incentive Award Plan.

• The Board recommends FOR all proposals.

• A shareholder proposal on political spending was excluded, with the company citing substantial implementation and ordinary business grounds.

Board of directors and corporate governance

• The Board is declassifying and will be fully declassified by 2027.

• 9 of 11 directors are independent; leadership roles are separated between Executive Chairman and CEO.

• Board diversity includes gender, ethnicity, and professional background.

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

• Proxy access and majority voting for directors are in place.