UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2024
TERADATA CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-33458 | | | | | | | | |
| | |
| Delaware | | 75-3236470 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
17095 Via Del Campo
San Diego, California 92127
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (866) 548-8348
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | TDC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2023 Stock Incentive Plan. On May 14, 2024, the stockholders of Teradata Corporation (the “Company” or “Teradata”), upon recommendation of the Teradata Board of Directors (the “Board”), approved the Teradata 2023 Stock Incentive Plan as Amended and Restated (the “Amended 2023 Plan”). The Amended 2023 Plan amends and restates the Teradata 2023 Stock Incentive Plan to increase the number of shares available under the Amended 2023 Plan by 3,480,000 shares. The Amended 2023 Plan is described in our 2024 Proxy Statement, and the full text of the Amended 2023 Plan, attached as Appendix A to our 2024 Proxy Statement, is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 14, 2024.
At the Annual Meeting, the holders of a total of 90,093,319 shares of the Company’s common stock entitled to vote were present in person or represented by proxy, constituting approximately 92% of the total shares issued and outstanding and entitled to vote at the Annual Meeting. Stockholders voted on six matters:
1)a proposal to elect Lisa R. Bacus, Timothy C.K. Chou and John G. Schwarz as Class II directors;
2)an advisory (non-binding) vote on executive compensation (a “say-on-pay” vote);
3)a proposal to approve the Amended 2023 Plan; and
4)a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
The number of votes cast for or against, the number of abstentions, and the number of broker non-votes with respect to each matter required to be reported herein was certified by an independent inspector of elections, and are set forth below:
1. Election of (i) three Class II directors for three-year terms expiring at the 2027 Annual Meeting to hold office until their respective successors are duly elected and qualified.
Class II Directors
a. Lisa R. Bacus
For: 77,531,179 Against: 2,767,598 Abstain: 678,069 Broker Non-Votes: 9,116,473
b. Timothy C.K. Chou
For: 79,248,494 Against: 1,041,365 Abstain: 686,987 Broker Non-Votes: 9,116,473
c. John G. Schwarz
For: 77,025,374 Against: 3,269,821 Abstain: 681,651 Broker Non-Votes: 9,116,473
2. An advisory (non-binding) vote on executive compensation (“say-on-pay”).
For: 77,262,561 Against: 2,968,099 Abstain: 746,186 Broker Non-Votes: 9,116,473
3. The approval of the Amended 2023 Plan.
For: 71,903,909 Against: 8,365,446 Abstain: 707,491 Broker Non-Votes: 9,116,473
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
For: 84,054,300 Against: 5,333,837 Abstain: 705,182
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Teradata Corporation
By: /s/ Margaret A. Treese
Margaret A. Treese
Chief Legal Officer and Secretary
Dated: May 17, 2024
