TERADATA CORP /DE/0000816761false00008167612024-05-142024-05-14

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  
Delaware75-3236470
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueTDCNew 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:




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


v3.24.1.1.u2
Document and Entity Information Document
May 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 14, 2024
Entity Registrant Name TERADATA CORP /DE/
Entity File Number 001-33458
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 75-3236470
Entity Address, Address Line One 17095 Via Del Campo
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92127
City Area Code 866
Local Phone Number 548-8348
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TDC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000816761
Amendment Flag false
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