UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2022, the Board of Directors (the “Board”) of Teradata Corporation (“Teradata”) expanded the size of the Board from nine directors to ten and elected Todd McElhatton as a director, effective as of June 1, 2022 (the “Effective Date”). Mr. McElhatton was elected as a Class III director, with a term expiring at the 2023 Annual Meeting of Stockholders, or until such time as his successor is duly elected and qualified or as otherwise provided in Teradata’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. As of the Effective Date, Mr. McElhatton was appointed to serve as a member of the Audit Committee of the Board and has been designated as an Audit Committee Financial Expert.
The Board has determined that Mr. McElhatton is independent under Teradata’s Corporate Governance Guidelines and the requirements of the New York Stock Exchange and Securities and Exchange Commission. There are no arrangements or understandings between Mr. McElhatton and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. McElhatton that would be required to be reported under Item 404(a) of Regulation S-K.
Mr. McElhatton will participate in certain non-employee director compensation arrangements under the Teradata Director Compensation Program (the “Program”). Under the terms of the Program, Mr. McElhatton will receive a prorated annual retainer for the year ending on the date of the Company’s Annual Meeting of Stockholders in 2023 in the amount of $55,000 with an additional prorated retainer amount of $13,750 for serving as a member of the Audit Committee. Mr. McElhatton will also receive equity grants under the terms of the Program, including an initial restricted share unit equity grant with a value of $75,000 and a prorated annual restricted share unit equity award with a value of $229,167.
On June 1, 2022, Teradata issued a press release announcing Mr. McElhatton’s election to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| 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 | |
| 99.1 | Press Release dated June 1, 2022, issued by the Company. | |
| 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: June 1, 2022