UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) The Board of Directors of Teradata Corporation (“Teradata” or the “Company”) previously approved and adopted Amendment No. 1 (the “Amendment”) to the Teradata 2012 Stock Incentive Plan (the “2012 Plan”), subject to approval of the Amendment by the Company’s shareholders. At the Company’s Annual Meeting (as defined below), the Company’s shareholders approved the Amendment. The Amendment:
• | increases the number of shares of common stock authorized for issuance under the 2012 Plan by 2,500,000 shares; and |
• | extends the term of the 2012 Plan to March 1, 2027. |
The above description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as an Exhibit herewith.
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 10, 2022.
At the Annual Meeting, the holders of a total of 96,452,764 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 four matters:
1) | a proposal to elect Cary T. Fu, Michael P. Gianoni, 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 Amendment to the 2012 Plan; and |
4) | a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. |
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 Class III directors for three-year terms expiring at the 2025 Annual Meeting and to hold office until their respective successors are duly elected and qualified. |
a. Cary T. Fu
For: 82,263,578 |
Against: 5,431,188 | Abstain: 283,506 | Broker Non-Votes: 8,474,492 |
b. Michael P. Gianoni
For: 83,649,134 |
Against: 3,041,944 | Abstain: 287,194 | Broker Non-Votes: 8,474,492 |
c. Joanne B. Olsen
For: 86,188,425 |
Against: 1,510,258 | Abstain: 279,589 | Broker Non-Votes: 8,474,492 |
2. | An advisory (non-binding) vote on executive compensation (“say-on-pay”). |
For: 79,296,470 |
Against: 8,352,002 | Abstain: 329,800 | Broker Non-Votes: 8,474,492 |
3. | The approval of Amendment No. 1 to the Teradata 2012 Stock Incentive Plan. |
For: 77,491,559 |
Against: 10,182,790 | Abstain: 303,923 | Broker Non-Votes: 8,474,492 |
4. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. |
For: 93,761,764 |
Against: 1,635,207 | Abstain: 1,055,793 |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits: |
Exhibit No. |
Description | |
10.1 | Amendment No. 1 to the Teradata 2012 Stock Incentive Plan (Amended and Restated as of March 1, 2021). (Incorporated herein by reference to Appendix A to the Proxy Statement of Teradata Corporation filed with the SEC on March 23, 2022 (SEC File No. 001-33458)) | |
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 12, 2022