Teradata Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Software: Prepackaged Software
Technology
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 15, 2025
TERADATA CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-33458
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 15, 2025, 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 3,687,000 shares. The Amended 2023 Plan is described in our 2025 Proxy Statement, and the full text of the Amended 2023 Plan, attached as Appendix A to our 2025 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 15, 2025.
At the Annual Meeting, the holders of a total of 86,542,946 shares of the Company’s common stock entitled to vote were present in person or represented by proxy, constituting approximately 90% of the total shares issued and outstanding and entitled to vote at the Annual Meeting. Stockholders voted on four matters:
1)a proposal to elect Michael P. Gianoni, Todd E. McElhatton, and Joanne B. Olsen as Class III 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 2025.
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 three Class III directors for three-year terms expiring at the 2028 Annual Meeting to hold office until their respective successors are duly elected and qualified.
a. Michael P. Gianoni
For: 56,919,685 Against: 20,037,523 Abstain: 409,988 Broker Non-Votes: 9,175,750
b. Todd E. McElhatton
For: 66,129,636 Against: 10,897,542 Abstain: 340,018 Broker Non-Votes: 9,175,750
c. Joanne B. Olsen
For: 66,127,589 Against: 10,906,051 Abstain: 333,556 Broker Non-Votes: 9,175,750
2. An advisory (non-binding) vote on executive compensation (“say-on-pay”).
For: 64,232,529 Against: 12,994,794 Abstain: 139,873 Broker Non-Votes: 9,175,750
3. The approval of the Amended 2023 Plan.
For: 62,363,541 Against: 14,886,104 Abstain: 117,551 Broker Non-Votes: 9,175,750
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
For: 85,739,834 Against: 686,584 Abstain: 116,528
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
Exhibit No. | Description | |||||||
| 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 20, 2025