FLIR : Definitive proxy statement relating to merger or acquisition

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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

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Filed by a Party other than the Registrant ☐

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• 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

FLIR Systems, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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PROPOSED MERGER-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Teledyne Technologies Incorporated and FLIR Systems, Inc.:

On January 4, 2021, Teledyne Technologies Incorporated, a Delaware corporation ("Teledyne"), and FLIR Systems, Inc., a Delaware corporation ("FLIR"),

entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Teledyne will acquire FLIR. The Merger Agreement provides for a business combination in which Firework Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Teledyne ("Merger Sub I"), will merge with and into FLIR (the "First Merger"), with FLIR surviving as a wholly owned subsidiary of Teledyne, and (ii) immediately following the completion of the First Merger, FLIR, as the surviving corporation of the First Merger, will merge (such merger, the "Second Merger" and, together with the First Merger, the "Mergers") with and into Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne ("Merger Sub II"), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Teledyne. A copy of the Merger Agreement is included as Annex Ato the accompanying joint proxy statement/prospectus.

Pursuant to the Merger Agreement, at the effective time of the First Merger (the "Effective Time"), each share of FLIR common stock, $0.01 par value per share ("FLIR Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares owned or held by (x) Teledyne or any of its subsidiaries,

1. in treasury or otherwise by FLIR or any of its subsidiaries and (z) any person who is entitled to demand and properly demands appraisal of such shares under Delaware law) will automatically convert into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, $0.01 par value per share ("Teledyne Common Stock"). Teledyne Common Stock is traded on the New York Stock Exchange under the symbol "TDY," and FLIR Common Stock is traded on the Nasdaq Global Select Market under the symbol "FLIR."

Teledyne will hold a virtual special meeting of the Teledyne stockholders (the "Teledyne Special Meeting") on May 13, 2021 at 9:00 a.m. Pacific Time to consider certain matters relating to the Mergers. At the Teledyne Special Meeting, Teledyne stockholders will be asked to consider and vote on (i) a proposal to approve the issuance of shares of Teledyne Common Stock in connection with the transactions contemplated by the Merger Agreement (the "Teledyne Share Issuance Proposal"), and

1. a proposal to approve one or more adjournments of the Teledyne Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Teledyne Share Issuance Proposal at the time of the Teledyne Special Meeting.

The Teledyne board of directors recommends that Teledyne stockholders vote "FOR" each of the proposals presented at the Teledyne Special Meeting.

FLIR will hold a virtual special meeting of the FLIR stockholders (the "FLIR Special Meeting") on May 13, 2021 at 9:00 a.m. Eastern Time to consider certain matters relating to the Mergers. At the FLIR Special Meeting, FLIR stockholders will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement (the "FLIR Merger Proposal"), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers, and (iii) a proposal to approve one or more adjournments of the FLIR Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the FLIR Special Meeting.

The FLIR board of directors recommends that FLIR stockholders vote "FOR" each of the proposals presented at the FLIR Special Meeting.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed and the merger consideration will not be paid unless (i) Teledyne stockholders approve the Teledyne Share Issuance Proposal and (ii) FLIR stockholders approve the FLIR Merger Proposal. Whether or not you plan to virtually attend the Teledyne Special Meeting or the FLIR Special Meeting, as applicable, please vote as soon as possible over the Internet or by telephone as described in the accompanying joint proxy statement/prospectus or by completing the enclosed proxy card and mailing it in the enclosed envelope. Information about the special meetings, the Mergers and the other business to be considered at the respective special meetings is contained in the accompanying joint proxy statement/prospectus. You are urged to read the accompanying joint proxy statement/prospectus, including the annexes and the documents incorporated by reference, carefully and in its entirety.

In particular, you should carefully read "Risk Factors" beginning on page 32 for a discussion of certain of the material risks to consider in evaluating the proposals to be considered at the special meetings and how they will affect you.

Thank you for your cooperation and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or passed upon the accuracy or adequacy of the disclosures in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This document and the accompanying joint proxy statement/prospectus is dated April 12, 2021 and is first being mailed to stockholders of record of Teledyne and to stockholders of record of FLIR on or about April 16, 2021.

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ADDITIONAL INFORMATION

The accompanying document is a joint proxy statement of Teledyne and FLIR and a prospectus of Teledyne for the shares of Teledyne Common Stock to be issued to FLIR stockholders as consideration in the Mergers. The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Teledyne and FLIR from documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus (other than certain exhibits or schedules to these documents), without charge, by requesting copies of such documents in writing or by telephone from Teledyne or FLIR, respectively, at the following addresses and telephone numbers, or through the Securities and Exchange Commission website at www.sec.gov:

In addition, if you have any questions about the Merger Agreement, the Mergers, the issuance of shares of Teledyne Common Stock in the Mergers or the other transactions contemplated by the Merger Agreement, or if you need additional copies of the accompanying joint proxy statement/prospectus, you should contact:

To ensure timely delivery of these documents, any request should be made no later than May 5, 2021 to receive them before the Teledyne Special Meeting or the FLIR Special Meeting.

See "Where You Can Find More Information" beginning on page 205 of the accompanying joint proxy statement/prospectus for further information.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 13, 2021

To Our Stockholders:

A special meeting of stockholders of Teledyne Technologies Incorporated, a Delaware corporation ("Teledyne"), will be held on May 13, 2021 at 9:00 a.m. Pacific Time via a live interactive audio webcast on the Internet (the "Teledyne Special Meeting"). You will be able to vote and submit your questions at www.meetingcenter.io/284418380 during the meeting. The meeting password is TDY2021. The Teledyne Special Meeting is being held for the purpose of considering and voting on the following proposals:

1. To approve the issuance (the "Teledyne Share Issuance Proposal") of Teledyne common stock, $0.01 par value per share ("Teledyne Common Stock"), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne, Firework Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Teledyne ("Merger Sub I"), Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne ("Merger Sub II"), and FLIR Systems, Inc., a Delaware corporation ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR (the "First Merger"), and immediately thereafter FLIR, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the "Second Merger," and together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Teledyne; and
2. To approve one or more adjournments of the Teledyne Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Teledyne Share Issuance Proposal at the time of the Teledyne Special Meeting (the "Teledyne Adjournment Proposal").

Each of the proposals is more fully described in the accompanying joint proxy statement/prospectus of Teledyne and FLIR, which provides you with information about Teledyne, FLIR, the Teledyne Special Meeting, the Mergers, the Merger Agreement, the issuance of shares of Teledyne Common Stock in the Mergers and other related matters. The accompanying joint proxy statement/prospectus also includes, as Annex A, a copy of the Merger Agreement. Teledyne encourages you to carefully read the accompanying joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference.

Only holders of shares of Teledyne Common Stock as of the close of business on April 9, 2021, which is the record date for the Teledyne Special Meeting, are entitled to receive notice of, attend and vote at the Teledyne Special Meeting and any adjournment or postponement thereof.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed unless Teledyne stockholders approve the Teledyne Share Issuance Proposal. Whether or not you plan to virtually attend the Teledyne Special Meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented at the Teledyne Special Meeting. You also may vote your shares over the Internet or by telephone by following the instructions included on the proxy card. Submitting your proxy in writing, over the Internet or by telephone will not prevent you from voting electronically at the virtual Teledyne Special Meeting.

Approval of each of the Teledyne Share Issuance Proposal and the Teledyne Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the Teledyne Special Meeting or by proxy.

The Teledyne board of directors recommends that Teledyne stockholders vote "FOR" each of the proposals presented at the Teledyne Special Meeting.

By Order of the Teledyne Board of Directors,

Robert Mehrabian

Executive Chairman

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 13, 2021

To Our Stockholders:

A special meeting of stockholders of FLIR Systems, Inc., a Delaware corporation ("FLIR"), will be held on May 13, 2021 at 9:00 a.m. Eastern Time via a live interactive audio webcast on the Internet (the "FLIR Special Meeting"). You will be able to vote and submit your questions during the meeting using the unique link that will be emailed to you after you register in advance at www.proxydocs.com/FLIR using the control number on your proxy card accompanying the joint proxy statement/prospectus. The FLIR Special Meeting is being held for the purpose of considering and voting on the following proposals:

1. To adopt the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated, a Delaware corporation ("Teledyne"), Firework Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Teledyne ("Merger Sub I"), Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne ("Merger Sub II"), and FLIR, pursuant to which Merger Sub I will merge with and into FLIR (the "First Merger"), and immediately thereafter FLIR, as the surviving corporation of the First Merger, will merge with and into Merger Sub II (the "Second Merger," and together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Teledyne (the "FLIR Merger Proposal");
2. To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers (the "FLIR Advisory Executive Compensation Proposal"); and
3. To approve one or more adjournments of the FLIR Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the FLIR Special Meeting (the "FLIR Adjournment Proposal").

Each of the proposals is more fully described in the accompanying joint proxy statement/prospectus of Teledyne and FLIR, which provides you with information about FLIR, Teledyne, the FLIR Special Meeting, the Mergers, the Merger Agreement and other related matters. The accompanying joint proxy statement/prospectus also includes, as Annex A, a copy of the Merger Agreement. FLIR encourages you to carefully read the accompanying joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference.

Only holders of FLIR common stock, $0.01 par value per share ("FLIR Common Stock"), as of the close of business on April 7, 2021, which is the record date for the FLIR Special Meeting, are entitled to receive notice of, attend and vote at the FLIR Special Meeting and any adjournment or postponement thereof.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed and the merger consideration will not be paid unless FLIR stockholders approve the FLIR Merger Proposal. Whether or not you plan to virtually attend the FLIR Special Meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented at the FLIR Special Meeting. You also may vote your shares over the Internet or by telephone by following the instructions included on the proxy card. Submitting your proxy in writing, over the Internet or by telephone will not prevent you from voting electronically at the virtual FLIR Special Meeting.

Approval of the FLIR Merger Proposal requires the affirmative vote of a majority of the outstanding shares of FLIR Common Stock entitled to vote as of the close of business on the record date for the FLIR Special Meeting. Approval of each of the FLIR Advisory Executive Compensation Proposal and the FLIR Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the FLIR Special Meeting or by proxy. Because the FLIR Advisory Executive Compensation Proposal is advisory, it will not be binding on FLIR, and failure to receive the vote required for approval will not change FLIR's obligations to pay the compensation contemplated in connection with the Mergers pursuant to the terms of the applicable agreements and arrangements.

The FLIR board of directors recommends that FLIR stockholders vote "FOR" each of the proposals presented at the FLIR Special Meeting.

By Order of the FLIR Board of Directors,

Earl R. Lewis

Chairman of the Board of Directors

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