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:

March 10, 20202022

Dear Stockholder:

We are pleased to invite you to attend the 20202022 Annual Meeting of Stockholders of Teledyne Technologies Incorporated. The meeting willIncorporated (the “Company”) to be held virtually on Wednesday, April 22, 2020, beginning27, 2022 at 9:00 a.m. (Pacific Time), at the Company’s offices at 1049 Camino Dos Rios, Thousand Oaks, California 91360. For your convenience, we are offering a live webcast ofPacific 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: www.meetnow.global/MRAUFYL on our Internet website, www.teledyne.com.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.

Teledyne is monitoring the emerging public health impact of the coronavirus outbreak (COVID-19). The health and well-being of our employees and stockholders are paramount. If public health developments warrant, we may need to change the location of the Annual Meeting or switch to a virtual meeting format. Any such change will be announced via press release and the filing of additional proxy materials with the Securities and Exchange Commission.

We are following the Securities and Exchange Commission rule that permits us to furnish proxy materials to our stockholders via the Internet. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials. As a result, we are mailing a short Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders instead of a paper copy of our full proxy materials. The Notice contains instructions on how to cast your vote online and how to electronically access our proxy materials, including the Notice of Annual Meeting, Proxy Statement, 2019 Annual Report and a proxy card. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials. If you receive a paper copy of our proxy materials, you may cast your vote by completing the enclosed proxy card and returning it in the enclosed self-addressed, postage-paid envelope, or by utilizing the telephone or Internet voting mechanisms noted on the proxy card.

We know that many of you aremay be unable to attend the virtual Annual Meeting in person.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.

If you are a stockholder of record and plan to attend the meeting, please indicate so if voting electronically when prompted or write “WILL ATTEND” in the comment box on your proxy card if voting by mail so that you will be included on our admittance list for the meeting.

Thank you for your investment in our Company. We look forward to seeing youyour attendance virtually at the 20202022 Annual Meeting.

Sincerely,

Robert Mehrabian

Chairman, President and Chief Executive ChairmanOfficer

Teledyne Technologies Incorporated

Notice of Annual Meeting of Stockholders

Agenda

Stockholders will be asked to vote upon the following proposals at the Annual Meeting:

Stockholder ListThe 2022 Proxy Statement and the 2021 Annual Report to Stockholders are available at www.envisionreports.com/TDY

A list of stockholders entitledTo access the virtual Annual Meeting, go to vote will be available during business hours for 10 days priorwww.meetnow.global/MRAUFYL before the scheduled start time. Online access to the meeting will begin at 8:45 a.m. Pacific. Teledyne’s proxy materials are currently available at www.envisionreports.com/TDY.

Attending the Virtual Meeting as a Stockholder of Record

If you were a holder of record of common stock of Teledyne at the Company’s executive offices, 1049 Camino Dos Rios, Thousand Oaks, California 91360,close of business on March 1, 2022 (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 www.meetnow.global/MRAUFYL 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 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 examinationregistration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern, on April 22, 2022. You will then receive a confirmation of your registration, with a control number, by anyemail from Computershare. At the time of the meeting, go to www.meetnow.global/MRAUFYL and enter your control number.

Asking Questions

If you are attending the meeting as a stockholder for any legally valid purpose.

Admissionof record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.meetnow.global/MRAUFYL, entering your control number, and clicking on the message icon in the upper right hand corner of the page. To return to the Meetingmain page, click the “i” icon at the top of the screen. Questions will be answered after the meeting by following up directly with the stockholder of record or the registered beneficial owner.

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 “Cast Your Vote” link 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 “I am a Guest” button after entering the meeting center at www.meetnow.global/MRAUFYL and enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.

Only holders of Teledyne common stock as of the close of business on the Record Date or their authorized representatives by proxy may attend the meeting. If you are a stockholderAnnual Meeting. Please see the questions and answers section of record and you plan to attend the meeting,accompanying Proxy Statement for more information about attending the Annual Meeting. For information about the Company, please indicate so if voting electronically when prompted or write “WILL ATTEND” in the comment box on your proxy card if voting by mail so that you will be included onvisit our admittance list for the meeting. If your shares are held through an intermediary, such as a broker or a bank, you should present proof of your ownershipwebsite at the meeting. Proof of ownership could include a proxy from your bank or broker or a copy of your account statement.www.teledyne.com.

By Order of the Board of Directors,

Melanie S. Cibik

Senior Vice President, General Counsel, Chief Compliance Officer

and Secretary

March 10, 20202022

Your Vote Is Important:vote is important:

Whether or not you plan to virtually attend the Annual Meeting, please promptly submit your proxy electronically overvote as soon as possible by one of the Internet or by telephone, or if you receive a paper proxy card, please fill in, sign and promptly return your proxy cardmethods described in the enclosed postage-paid envelope.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 Stockholders to be Held on Wednesday, April 22, 2020. Our27, 2022. The Notice of Annual Meeting, Proxy Statement and 20192021 Annual Report on Form10-Kare available at:www.envisionreports.com/tdy.

Proxy Statement

    TELEDYNE TECHNOLOGIES INCORPORATED  |  20202022 Proxy Statement

Proxy Statement

for 2020 Annual MeetingNotice of Stockholders

Internet Availability

Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our Proxy Statement and Company’s Annual Report on Form 10-K for the Company is furnishing proxy materialsyear ended January 2, 2022 (the “2021 Annual Report”) to itscertain of our stockholders primarily viaover the Internet, rather than mailing paper copies of these materialswhich allows us to each stockholder. This is known asreduce costs associated with the “noticeAnnual Meeting and access” method of delivery. The Company believes this process will help ithelps to reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which the Company’s stockholders can access theseof proxy materials. On or about March 13, 2020,16, 2022, the Company will mail to each stockholder (other than those stockholders who previously had requested paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this Proxy Statement and the Company’s 20192021 Annual Report on Form10-K filed with the SEC, on the Internet and how to access a proxy card to vote on the Internet or by telephone.online (the “eProxy Notice”). The eProxy Notice of Internet Availability of Proxy Materials also contains instructions on how to request a paper copy of the proxy materials. If you received a Notice of Internet Availability of Proxy Materials by mail, youStatement and 2021 Annual Report. All other stockholders will not receive a paper copyprinted copies of the proxy materials unless you request one. If you would likeProxy Statement and the 2021 Annual Report, which will be mailed to receive a paper copysuch stockholders on or about March 16, 2022.

Cautionary Statements

Disclosures in this Proxy Statement may contain certain forward-looking statements within the meaning of Section 21E of the proxy materials, please followSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the instructions includedSecurities Act of 1933, as amended (the “Securities Act”). Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include the matters discussed regarding the expectation of performance under compensation plans, and anticipated financial and operational performance of the Company. The forward-looking statements contained in this Proxy Statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known to the Company. Although the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth in Item 1A, “Risk Factors” in the Notice of Internet Availability of Proxy Materials. The2021 Annual Report, and in the other documents the Company may at its discretion voluntarily choosefiles from time to mail or deliver a paper copytime with the SEC.

Any forward-looking statement speaks only as of the proxy materials, includingdate on which such statement is made, and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Incorporation by Reference

Neither the Personnel and Compensation Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

2022 Proxy Statement Summary

This summary highlights information about the Company and the upcoming Annual Meeting. As it is only a summary, please review the complete Proxy Statement and the Company’s 20192021 Annual Report on Form10-K filed withbefore you vote. References to “Teledyne,” “the Company,” “we,” “us” or “our” refer to Teledyne Technologies Incorporated.

2022 Annual Meeting of Stockholders

How to Cast Your Vote

Your vote is important. Please carefully review the SEC, toproxy materials and vote using one or more stockholders.

We are offering a live webcast of the Annual Meetingfollowing advance voting methods. The deadline for voting by telephone is 11:59 p.m. Eastern time on our Internet website,www.teledyne.com. The webcast ofApril 26, 2022. If you vote by mail, your proxy card must be received before the Annual Meeting will consist of live sound and real-time access to printed material. To accessMeeting. If you hold shares in the webcast of the Annual Meeting,Teledyne Technologies Incorporated 401(k) Plan, your voting instructions must be received by 11:59 p.m. Eastern time on April 22, 2022.

If you are a stockholder should log on towww.teledyne.com on Wednesday, April 22, 2020 shortly before 9:00 a.m. (Pacific Time) and follow the instructions provided under the “Investors” section of the website. Stockholders will not be permittedrecord or a beneficial owner who has a legal proxy to vote via the Internet during the Annual Meeting nor will they be able to submit questions via the webcast during the questions and answers session.

Voting Procedures

Who May Vote

If you were a stockholder at the close of business on March 2, 2020,shares, you may choose to vote online at the Annual Meeting. On that day, there were 36,643,877 shares of our common stock outstanding.

Each share is entitled Even if you plan to one vote. In order to vote, you must either designate a proxy to vote on your behalf or attend the meetingvirtual Annual Meeting, please cast your vote as soon as possible. See the “Questions and vote your shares in person. Our Board of Directors requests your proxy so that your shares will count toward determination ofAnswers About the presence of a quorumMeeting and your shares can be voted at the meeting.

Methods of Voting

Stockholders of record can vote in person, by Internet, by telephone or by mail, as described below. If you are a beneficial stockholder, please refer to the information forwarded by your broker, bank or other holder of record to see what options are available to you. Stockholders of record may cast their vote by:” section for more details.

TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement    1

2022 Proxy Statement Summary (continued)

Voting ProceduresMatters and Board Recommendations

In addition, stockholders will transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Snapshot of 2022 Director Nominees

We believe that all of our Class II directors, who are being nominated for re-election at the Annual Meeting, and highly-qualified and vital members of a well-rounded, experienced Board. All director nominees possess high integrity, innovative thinking, a proven record of success, knowledge of corporate governance requirements and practices, and commitment to sustainability and social issues.

2022 Proxy Statement Summary (continued)

The following table provides summary information about each director nominee standing for election to the Board for a three-year term expiring at the 2025 Annual Meeting. As further described below, our director nominees represent a diverse range of backgrounds and overall experience.

2022 Proxy Statement Summary (continued)

with, the Company’s business products or markets or similar business products or markets and willingness to devote adequate time and effort to Board responsibilities. The Nominating and Governance Committee and the Board believe that a diverse board leads to improved Company performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation. Consequently, when evaluating potential nominees, the Nominating and Governance Committee considers individual characteristics that may bring diversity to the Board, including gender, race, national origin, age, professional background, unique skill sets and areas of expertise. As part of its charter mandate, the Nominating and Governance Committee monitors our efforts in areas of diversity and keeps abreast of current and emerging trends with respect to diversity issues that may affect our business operations, performance or public image.

Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. Our corporate governance practices, highlighted below, are described in greater detail in the “Corporate Governance” section of this Proxy Statement.

2022 Proxy Statement Summary (continued)

If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board.

Revoking Your Proxy

You may change your mind and stockholders of record may revoke a proxy at any time before it is voted at the meeting by:2021 Annual Meeting of Stockholders virtually).

2022 Proxy Statement Summary (continued)

Core Values

Corporate responsibility is part of our overall culture. Our four Core Values – Integrity, Respect, Responsibility, and Citizenship – guide the decisions we make as an organization.

If you are a beneficial stockholder, please refer to the information forwarded by your broker, bank or other holder of record to determine what options are available to you.

Voting By Employee Benefit Plan Participants

Participants who hold common stock in the Teledyne Technologies Incorporated 401(k) Plan may instruct the plan trustee on how to vote the shares of common stock allocated to their accounts. You may either (1) sign and return the voting instruction card provided by the plan or (2) transmit your instructions by telephone or Internet. If you do not transmit instructions by 11:59 p.m. (Eastern Time), on April 17, 2020, your shares will not be voted by the plan trustee, except as otherwise required by law.

Voting Shares Held By Brokers, Banks and Other Nominees

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Withhold” and, with respect to any proposals other than the election of directors, “Against” votes, abstentions and brokernon-votes. The inspector of election will also separately count the votes for the options included in the advisory vote on the frequency of say on pay. A “brokernon-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Pursuant to our Amended and Restated Bylaws, abstentions shall not count as votes “cast”; consequently, abstentions will have no effect on any proposal. With respect to each proposal, brokernon-votes have no effect and will not be counted towards the vote total for any proposal, including the election of directors and say on pay. With respect to each proposal, abstentions and brokernon-votes will be included in determining the presence of a quorum.

If your shares are held by your broker, bank or other agent as your nominee (that is, in “street name”), you will need to obtain voting instructions from the institution that holds your shares regarding how to instruct your broker, bank or other agent to vote your shares. If you do not give instructions to your broker, bank or other agent, they can vote your shares with respect to “discretionary” items, but not with respect to“non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“NYSE”) on which your broker, bank or other agent may vote shares held in street name in the absence of your voting instructions. The only item that is considered routine under the rules of the NYSE to be considered at this year’s Annual Meeting is the ratification of the selection of our independent auditors (Item 2). Onnon-discretionary items for which you do not give instructions to your broker, bank or other agent, the shares will be treated as brokernon-votes.

Confidential Voting Policy

We maintain a policy of keeping stockholder votes confidential. Your vote will not be disclosed either within the Company or to third parties except as necessary to meet applicable legal requirements, to allow for the tabulation and calculation of votes, and to facilitate a successful proxy solicitation.

2    TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement

Board Composition and Practices

Information and Meetings

The Board of Directors directs the management of the business and affairs of the Company as provided in our Amended and Restated Bylaws (“Bylaws”) and pursuant to the laws of the State of Delaware. Except for Dr. Robert Mehrabian, our Executive Chairman, the Board is not involved inday-to-day operations.Delaware General Corporation Law (“DGCL”). Members of the Board keepstay informed about our business through discussions with the senior management and other officers and managers of the Company and its subsidiaries, by reviewing information provided to them and by participating in Board and committee meetings.

We encourage, but do not require, that all our directors attend all meetings of the Board of Directors, all committee meetings for all committees on which the directors serve and the annual stockholders meeting. In 2019,fiscal 2021, the Board of Directors held eight meetings.seven meetings and acted by written consent once. During 2019,2021, all directors attended at least 75% of the aggregate number of meetings of the Board and Board committees of which they were members. AllDue to COVID-19, all the current directors attended virtually the 20192021 Annual Meeting of Stockholders, except for Mr. Dahlberg, who was battling influenza, and Ms. Cade, who was appointed to our Board after the date of the 2019 Annual Meeting.Stockholders.

Number of Directors

The Board of Directors determines the number of directors, which under our Amended and RestatedBy-lawsBylaws must consist of not less than four members and not more than 12 members. The Board has currently fixed the number at 11 members.

Director Terms

The directors are divided into three classes and the directors in each class serve for a three-year term. The term of one class of directors expires each year at the Annual Meeting of Stockholders. The Board may fill a vacancy by electing a new director to the same class as the director being replaced. The Board may also create a new director position in any class and elect a director to hold the newly created position until the term of the class expires.

Directors’ RetirementChange in Status and Resignation Policy

On June 1, 2000, we adopted a retirement policy for directors. This policy, as amended, generally requires directors to retire at the Annual Meeting following their 75th birthday. This policy alsoOur Change in Status and Resignation Policy requires a director to offer to tender his or her resignation if such director has a change in professional status. Mr. Crocker, who is 81, Dr. Mehrabian, who is 78 and Mr. Smith, who is 76, were granted waivers throughstatus, subject to the 2022 Annual Meeting. Admiral Miller, who is 77, and Dr. von Schack, who is 75, were grantedBoard accepting the resignation. It also requires a waiver through the 2021 Annual Meeting. Kenneth C. Dahlberg, who is 75, was granted a waiver to permit him to standdirector nominee standing for election at the 2020 Annual Meetinga meeting of Stockholders and, if elected at such meeting,stockholders to continue to serve assubmit a director at least through the remainder of his term expiring at the 2023 Annual Meeting of Stockholders. The Board believes each such director continues to contributecontingent resignation in writing to the effectivenessChairman of our Board.the Nominating and Governance Committee prior to the meeting, which resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation, as more fully described under “Majority Voting for Directors” on page 12.

Board Structure

The Board of Directors currently consists of 11 directors, ten of whom are considered independent under existing rules of the NYSE and the SEC. The Chairman of the Board, whoDr. Mehrabian, is also our Executive Chairman and our former President and Chief Executive Officer and therefore is not considered an independent director. The Chairman, President and Chief Executive ChairmanOfficer presides at meetings of stockholders and Board meetings. The Board has formally designated Michael Smith, one of our independent directors, to serve as the lead director. TheOur non-management directors meet in executive session without management (including the Chairman, President and Chief Executive Officer) on a regularly scheduled basis, with the lead director presidespresiding in those executive sessions where thenon-management or independent directors meet without the Executive Chairman and the Chief Executive Officer.such sessions. In addition, the Board’s three standing committees consist solely of independent directors.

TELEDYNE TECHNOLOGIES INCORPORATED|2020 Proxy Statement    3

Board Composition and Practices (continued)

committees. Each director is a full and equal participant in the major strategic and policy decisions of our Company and the Chairman has no greater or lesser vote on matters considered by the Board. Ournon-management directors meet in executive session without management (including the Executive Chairman and President and Chief Executive Officer) on a regularly scheduled basis, with the lead director presiding in such sessions.

The Board believes that currently it is in the best interests of the Company and its stockholders to have a single person serve as Chairman and Chief Executive Officer to provide unified leadership and direction and an independent lead director to preside over executive sessions and to serve when the Chairman and Chief Executive Officer is unable to perform the duties of that office. However, consistent with good corporate governance principles, the Nominating and Governance Committee will continue to review periodically this issue to determine whether, based on the relevant facts and circumstances at such future times, separation of the offices of Chairman and Chief Executive Officer would better serve the interests of the Company and its stockholders.

4    

Executive Officers

The following table sets forth information regarding our current executive officers who are required to file reports under Section 16 of the Exchange Act. Biographical information for Robert Mehrabian, our Chairman, President and Chief Executive Officer of the Board, is included with the director biographies. The biographies for our other executive officers are below.

Executive Officers (continued)

Item 1 on Proxy Card — Election of Directors

The Board, upon the recommendation of the Nominating and Governance Committee, has nominated the following Class II directors: Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, for election at this year’s Annual Meeting, to hold office for three-year terms until the 2025 Annual Meeting. All of the nominees currently serve as directors on the Board and were elected to the Board by the Company’s stockholders at the 2019 Annual Meeting. Each director nominee has agreed to be named in this Proxy Statement.

If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Board has no reason to believe that any nominee will be unable to serve.

Majority Voting for Directors

Our Bylaws and Change in Status and Resignation Policy for Directors provide a majority voting standard for election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. The Board has adopted a policy whereby all director nominees must submit a contingent resignation in writing to the Chairman of the Nominating and Governance Committee. The resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation. The Nominating and Governance Committee or another committee appointed by the Board will recommend to the Board whether to accept or reject the resignation or whether other action should be taken. The Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days following the date of the certification of the election results. The director who was not elected by a majority of votes cast will not participate in the Board’s decision with respect to such resignation. If the number of nominees exceeds the number of directors to be elected, the nominees who receive the highest number of votes cast will be elected.

Unless otherwise instructed, the individuals named as proxies in the proxy card will vote each proxy received by them for the election of the four named nominees. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card.

Director Nominees

The Board has affirmatively determined that each of the nominees qualifies for election under the Company’s criteria for evaluation of directors (see “Director Qualifications, Skills and Attributes”). The following pages include biographical information about each of our directors (including the director nominees) and their specific experiences, qualifications, skills, and attributes that have led the Board and the Nominating and Governance Committee to conclude that they should serve as directors on the Board. In addition, the Board has determined that each non-employee director 2020nominee qualifies as an independent director under the applicable NYSE listing standards.

Item 1 on Proxy StatementCard — Election of Directors (continued)

Director Qualification, Skills, and Attributes

Our directors have substantial leadership, management, and industry experience and expertise in various fields. Four of our 11 directors self-identify as having diverse characteristics (race, gender, ethnicity, sexual orientation or cultural background). This diversity of experience and background of our directors, illustrated in the skills matrix and director nominees’ biographies that follow, is brought to bear in Board deliberations, during which multiple perspectives are considered in developing dynamic solutions to achieve our strategic priorities to reduce complexity, drive returns, and advance sustainably.

Because the skills matrix below is a summary, it does not include all of the qualifications, skills, attributes, experiences, and diversity that each director offers.

Attributes, Experience and Skills

Age

83

77

54

76

70

80

56

71

59

78

77

Diversity(a)

✓

✓

✓

✓

CEO/C-Suite

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Financial and Accounting

✓

✓

Legal and Compliance

✓

✓

✓

Governance

✓

✓

✓

✓

✓

✓

Banking

✓

✓

✓

Government, Defense or Military

✓

✓

✓

✓

✓

✓

Energy

✓

✓

Information and Cybersecurity

✓

✓

✓

Other Industry

✓

✓

✓

✓

✓

✓

✓

✓

✓

(a)	Self-identifies as having diverse characteristics (race, gender, ethnicity, sexual orientation or cultural background).

Additional background information about the nominees and continuing directors follows, including the specific experiences, qualifications, attributes and skills that the Board believes qualifies each of the below named individuals to serve as a director of the Company, considering the Company’s business and structure.

Background information about the director nominees, including the business experience, individual skills and qualifications that each director contributes to the Board’s effectiveness as a whole, are described on the following pages.

TELEDYNE TECHNOLOGIES INCORPORATED|2022 Proxy Statement				13

Item 1 on Proxy Card — Election of Directors (continued)

Nominees — For Terms Expiring at the 2025 Annual Meeting (Class II)

Item 1 on Proxy Card — Election of Directors (continued)

Item 1 on Proxy Card — Election of Directors (continued)

The Board of Directors Recommends

a Vote FOR the Election of the Nominees.

Item 1 on Proxy Card — Election of Directors (continued)

Continuing Directors — Terms Expiring at 2023 Annual Meeting (Class III)

Item 1 on Proxy Card — Election of Directors (continued)

Item 1 on Proxy Card — Election of Directors (continued)

Continuing Directors — Terms Expiring at 2024 Annual Meeting (Class I)

Item 1 on Proxy Card — Election of Directors (continued)

Item 1 on Proxy Card — Election of Directors (continued)

Corporate Governance

Director Independence

In April 2019,2021, our Nominating and Governance Committee assessed, and our Board determined, the independence of each director in accordance with applicable NYSE and SEC rules, as then in effect, with the exception of Ms. Cade,Mr. Morales, for whom such assessment and determination took place in July 2019.October 2021. To comply with such rules, our Nominating and Governance Committee considered various relationship categories including: whether the director is an employee, amount of stock ownership, and commercial, industrial, banking, consulting, legal, accounting or auditing, charitable and familial relationships, as well as a range of individual circumstances (including social friendships between certain members of the Board). See “Certain Transactions” at page 69.82. The Nominating and Governance Committee, followed by the Board, determined that each member of our Board of Directors did not have any material relationships with us and was thus independent, except for Dr. Mehrabian, our Chairman, President and Chief Executive Chairman.Officer. Our management, after reviewing director questionnaires, reported to our Board in February 20202022 that information on which the Board based its independence assessment in 20192021 had not materially changed. The independent directors by name are: Roxanne S. Austin, Denise R. Cade, Charles Crocker, Kenneth C. Dahlberg, Michelle A. Kumbier, Simon M. Lorne, Robert A. Malone, Paul D. Miller,Vincent J. Morales, Jane C. Sherburne, Denise R. Singleton, Michael T. Smith and Wesley W. von Schack.

The Nominating and Governance Committee, followed by the Board, also determined that each member of our Personnel and Compensation Committee is a“non-employee director” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act.

All of the Board’s standing committees consist only of independent directors.

Corporate Governance and Ethics Guidelines

Our Board of Directors has adopted many “best practices” in corporate governance, including separate standing committees of the Board for each of audit, nominating and governance and personnel and compensation matters, charters for each of the committees, and corporate ethics and compliance guidelines.

Our ethics and compliance guidelines for employees are contained in the Global Code of Ethical Business Conduct. These guidelines apply to all our employees, including our principal executive, financial and accounting officers. Our employees receive annual ethics training, and questionnaires are distributed annually to various personnel to confirm compliance with these guidelines. We also have a specialized code of ethics for financial executives that supplements the employee guidelines. In addition, we have ethics and compliance guidelines for our third-party service providers.

Our Board of Directors has adopted a codeCode of business conductBusiness Conduct and ethicsEthics for directors. This code is intended to provide guidance to directors to help them recognize and deal with ethical issues, including conflicts of interest, corporate opportunities, fair dealing, compliance with law and proper use of the Company’s assets. It also provides mechanisms to report possible unethical conduct.

Our Board of Directors has adopted Corporate Governance Guidelines. These Corporate Governance Guidelines were initially developed by our Nominating and Governance Committee and are reviewed at least annually by such Committee. These Corporate Governance Guidelines incorporate practices and policies under which our Board has operated since its inception, in addition to many of the requirements of the SEC and the NYSE. Some of the principal subjects covered by the Corporate Governance Guidelines include:

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Corporate Governance(continued)

Copies of our Corporate Governance Guidelines, Global Code of Ethical Business Conduct, Code of Ethics for Financial Professionals, Directors’ Code of Business Conduct and Ethics, Ethics Code of Conduct for Service Providers, Corporate Governance Guidelines and Committee charters are available on our website atwww.teledyne.com under “About Us”“Who We Are” — “Corporate Information” and under “About Us” — “Corporate Responsibility.”Governance”. We intend to post any amendments to these documents and any waivers of the provisions thereof related to directors or executive officers on our website. If at any time you would like to receive a paper copy of these documentsfree-of-charge, please write to Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360.

Risk Management Oversight

The risk oversight function of the Board of Directors is carried out by both the Board and the Audit Committee. As provided in its charter, the Audit Committee meets periodically with management to discuss the Company’s major financial and operating risk exposures and the steps, guidelines and policies taken or implemented relating to risk assessment and risk management. Matters of strategic risk are considered by the Board as a whole. At each regularly scheduled meeting of the Audit Committee, our Vice President, Business Risk Assurance reports directly to the Audit Committee on the activities of the Company’s internal audit function. Management also reports to the Audit Committee on legal, finance, accounting and compliance matters at least quarterly and on tax, pension and information technology and cyber securitycybersecurity matters periodically. The Board is provided with reports on legal matters at periodically scheduled meetings and on other matters related to risk oversight on an as needed basis. In addition, the Audit Committee reviews with management the “risk factors” that appear in our Annual Report on Form10-K prior to its filing.

We have an Enterprise Risk Management Committee, consisting of executive officers and other employees, to identify significant company risks and determine whether we have appropriate risk management policies, practices and procedures in place. Our Senior Vice President Strategic Sourcing, Tax and Treasurer, periodically reports to the Audit Committee and the Board of Directors on the progress and results of the actions taken by this committee.

Hedging Policy

Our insider trading policy prohibits short sales of our stock, buying or selling put or call options on our stock, holding our stock in a margin account, or pledging our stock as collateral for a loan, or entering into hedging or monetization transactions with respect to our stock, in each case without prior advance approval from our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. The forgoingforegoing prohibitions apply to our directors, executive officers and any employee who participates in our stock option program.

Board Evaluation Process

Every year the Board and each standing committee of the Board assesses its performance. The evaluation process is overseen by the Nominating and Governance Committee and involves separate interviews of each director by internal counsel to solicit feedback on several issues, including:

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Corporate Governance (continued)

opportunity for directors to discuss a wide range of governance-related topics, the evaluation process is used by the Board and each committee to identify opportunities for improvement, make changes to the committee charters, processes and policies, and is linked to our Board’s succession planning activities.

Risks Related to Compensation Policies and Practices

The Company and the Personnel and Compensation Committee have undertaken a process to determine whether the Company’s overall compensation program for employees creates incentives for employees to take excessive or unreasonable risks that could materially harm the Company. As part of this process, the Company received input and analysis from its independent compensation consultant, Exequity LLP, and management prepared a framework of potential risk and evaluated the Company’s compensation policies in the context of this framework. The results of this evaluation were reviewed by and discussed with the Personnel and Compensation Committee.

We believe that several features of our compensation policies for management employees appropriately mitigate such risks, including a balanced mix of long- and short-term compensation incentives, the use of incentive award plans with capped payouts, the use of a diverse mix of performance measures in our incentive award plans and our stock ownership requirements for key officers. In addition, we use our annual business plan as a baseline for our Annual Incentive Plan targets, which the Personnel and Compensation Committee regards as setting an appropriate level of risk taking for the Company. We also believe the Company’s internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing the Company to a harmful long-term business transaction in exchange for short-term compensation benefits. In light of these features of our compensation program and these additional controls, our management and our Personnel and Compensation Committee have concluded that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Sarbanes-Oxley Disclosure Committee

We have a Sarbanes-Oxley Disclosure Committee. Current members include: Carl Adams, Vice President, Business Risk Assurance; Cynthia Belak, Vice President and Controller; Stephen F. Blackwood, Senior Vice President, Strategic Sourcing, Tax and Treasurer; Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary; Michael C. Lee, Director, Global Income Tax Reporting; Brian A. Levan, Senior Director of Financial Reporting and Assistant Controller; Susan L. Main, Senior Vice President and Chief Financial Officer; S. Paul Sassalos, Associate Vice President, Associate General Counsel and Assistant Secretary; Duncan Forsythe, Associate Vice President, Taxation and Associate Treasurer; Jason VanWees, Executive Vice President, and Tyler Vernon, Senior Director SEC/US GAAP Compliance and External Reporting. Among its tasks, the Sarbanes-Oxley Disclosure Committee discusses and reviews disclosure issues to help us fulfill our disclosure obligations on a timely basis in accordance with SEC rules and regulations and is intended to be used as an additional resource for employees to raise questions regarding accounting, auditing, internal controls and disclosure matters.

Communications with the Board

Our Corporate Governance Guidelines provide that any interested parties desiring to communicate with ournon-management directors, including our lead director, may contact them through our Secretary, Melanie S. Cibik, whose address is: Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, California 91360. The Secretary will review each communication received and decide as to whether the communication, or a summary thereof, will be forwarded to the Nominating and Governance Committee or other appropriate Board committee or member.

Stockholder Engagement

We regularly engage with our stockholders to understand their perspectives on Teledyne, including our strategies, financial performance, management and executive compensation. As part of this program, senior

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Corporate Governance(continued)

SpaceEnvironment and Sustainability

Recently, the prominence and importance of sustainability and ESG initiatives have dramatically increased. In February 2022, we published our inaugural Corporate Social Responsibility (CSR) report, in which we disclose and highlight some of Teledyne’s contributionsmost recent efforts focused and sustainability and ESG. The CSR report is available under “Who We Are” – “Corporate Social Responsibility” on our website at www.teledyne.com.

In 2021, we compiled the first global inventory of our greenhouse gas (GHG) emissions (starting with fiscal year 2020) and are developing a GHG monitoring and management plan. We have set a goal to space exploration throughreduce our visiblecombined direct emissions (“Scope 1”) and infrared sensors have advancedindirect emissions from purchased energy (“Scope 2”) in company operations, normalized for revenue, by 40% from 2020 levels by the end fiscal year 2040. Going forward, we will continue to evaluate our scientific understanding ofemission reduction goals, while at the formationsame time providing the tools and evolution oftechnologies enabling environmental science and climatology across the Universe, solar system, planetsglobe. More information about our carbon footprint and moonsGHG emission reduction efforts and how humankind’s actions affect Earth’s climate, atmosphere, oceans and land.

Business Ethics

CommunityCSR report.

Anti-Corruption

Teledyne Technologies maintains an anti-corruption program with core elements of an effective compliance program, including tone at the top, risk assessment, written policies and procedures, effective training and education, effective lines of communication, internal monitoring and auditing, and enforcement. The program and its requirements apply to Teledyne employees and to third parties who act on Teledyne’s behalf.

Ethics Help Line

We have a confidential Ethics Help Line, where questions or concerns about us can be raised confidentially and anonymously. The Ethics Help line is available to all our employees, as well as concerned individuals outside the Company. The toll-free help line number is1-877-666-6968. International dialing instructions are available at www.teledyne.ethicspoint.com. Issues can also be reported via that website. The receipt of material concerns about our accounting, internal controls and auditing matters will be reported to the Audit Committee.

Item 1 on Proxy Card — Election of Directors

The Board of Directors has nominated for election this yearRecommends

a Vote FOR the class of three incumbent directors whose terms expire at the 2020 Annual Meeting. The three-year termElection of the class of directors nominated and elected this year will expire at the 2023 Annual Meeting. So long as the number of nominees does not exceed the number of nominees to be elected (which is three nominees in the case of the 2020 Annual Meeting), each nominee will be elected if the nominee receives the vote of the majority of the votes cast with respect to such director. A majority of the votes cast means that the number of shares voted “for” a nominee must exceed the number of votes withheld from that nominee. The Board has adopted a policy whereby all director nominees must submit a contingent resignation in writing to the Chairman of the Nominating and Governance Committee. The resignation becomes effective only if the director is not elected by a majority of votes cast and the Board accepts the resignation. The Nominating and Governance Committee or another committee appointed by theNominees.

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Item 1 on Proxy Card — Election of Directors(continued)

Board will recommend to the Board whether to accept or reject the resignation or whether other action should be taken. The Board will act on such committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days following the date of the certification of the election results. The director who was not elected by a majority of votes cast will not participate in the Board’s decision with respect to such resignation. If the number of nominees exceeds the number of directors to be elected, the nominees who receive the highest number of votes cast will be elected.

Unless otherwise instructed, the individuals named as proxies in the proxy card will vote each proxy received by them for the election of the three named nominees. You may withhold authority for the proxies to vote your shares on any or all of the nominees by following the instructions on your proxy card. If a nominee becomes unable to serve, the proxies will vote for a Board-designated substitute or the Board may reduce the number of directors. The Board has no reason to believe that any nominee will be unable to serve.

The following chart provides self-identified demographic information about our independent directors:

Item 1 on Proxy Card — Election of Directors(continued)

Item 1 on Proxy Card — Election of Directors (continued)

Continuing Directors — Terms Expiring at 2024 Annual Meeting (Class I)