Current Report Filing (8-k)
May 06 2019 - 3:57PM
Edgar (US Regulatory)
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): April 30, 2019
TERADATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-33458
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75-3236470
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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17095 Via Del Campo
San Diego, California
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92127
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number including area code: (866)
548-8348
N/A
(Former Name or 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $.01 per share
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TDC
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e) Amended Teradata 2012 Stock Incentive Plan. On April 30, 2019, the
stockholders of Teradata Corporation (the Company or Teradata), upon recommendation of the Companys Board of Directors (the Board), approved the amended and restated Teradata 2012 Stock Incentive Plan (the
Amended Plan). The plan was initially approved by stockholders on April 20, 2012 and amended on April 26, 2016. The Amended Plan is described in the Companys 2019 Proxy Statement, and the full text of the Amended Plan,
attached as an Appendix to the 2019 Proxy Statement, is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Teradata Annual Meeting of Stockholders (the Annual Meeting) was held on April 30, 2019. At the Annual Meeting, the holders of a total of
111,063,616 shares of the Companys common stock entitled to vote were present in person or represented by proxy, constituting approximately 94% of the total shares issued and outstanding and entitled to vote at the Annual Meeting. Stockholders
voted on four matters:
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1)
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a proposal to elect Cary T. Fu, Michael P. Gianoni, Victor L. Lund, and Joanne B. Olsen as Class III
directors;
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2)
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an advisory
(non-binding)
vote on executive compensation (a
say-on-pay
vote);
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3)
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a proposal to approve the amended and restated Teradata 2012 Stock Incentive Plan; and
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4)
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a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2019.
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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)
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Election of Class III directors for three-year terms expiring at the 2022 Annual Meeting and to hold
office until their respective successors are duly elected and qualified.
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a. Cary T. Fu
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For: 101,567,587
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Against: 558,832
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Abstain: 164,151
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Broker
Non-Votes:
8,773,046
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b. Michael P. Gianoni
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For: 100,912,623
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Against: 1,213,811
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Abstain: 164,136
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Broker
Non-Votes:
8,773,046
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c. Victor L. Lund
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For: 98,196,108
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Against: 3,940,117
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Abstain: 154,345
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Broker
Non-Votes:
8,773,046
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d. Joanne B. Olsen
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For: 101,747,786
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Against: 366,529
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Abstain: 176,255
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Broker
Non-Votes:
8,773,046
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2)
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An advisory
(non-binding)
vote on executive compensation
(say-on-pay).
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For: 99,423,934
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Against: 2,471,601
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Abstain: 395,035
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Broker
Non-Votes:
8,773,046
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3)
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The approval of the amended and restated Teradata 2012 Stock Incentive Plan.
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For: 92,601,866
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Against: 9,490,033
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Abstain: 198,671
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Broker
Non-Votes:
8,773,046
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4)
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Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2019.
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For: 109,507,536
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Against: 1,334,945
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Abstain: 221,135
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Item 9.01
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Financial Statements and Exhibits.
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(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.
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Teradata Corporation
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By:
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/s/ Margaret A. Treese
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Name:
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Margaret A. Treese
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Title:
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Chief Corporate Governance Counsel and Secretary
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Dated: May 6, 2019
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