Current Report Filing (8-k)
June 15 2018 - 9:34AM
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): June 14, 2018
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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10000 Innovation Drive
Dayton, Ohio
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45342
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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. ☐
Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Compensatory Arrangements of Certain Officers.
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On June 14, 2018, the Board of Directors (the Board) of Teradata Corporation (the Company or Teradata) expanded the
size of the Board from ten directors to eleven and elected Joanne Olsen as a director, effective as of June 15, 2018 (the Effective Date). Ms. Olsen was elected to Class III, with a term expiring at the Annual Meeting of
Stockholders in 2019, or until such time as her successor is duly elected and qualified or as is otherwise provided in Teradatas Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
The Board has determined that Ms. Olsen is independent under Teradatas Board of Directors Corporate Governance Guidelines and the requirements of
the New York Stock Exchange. There are no arrangements or understandings between Ms. Olsen and any other person pursuant to which she was elected as a director and there are no transactions involving Ms. Olsen that would be required to be
reported under Item 404(a) of Regulation
S-K.
Ms. Olsen has not yet been named to a Board committee.
As of
the Effective Date, Ms. Olsen will participate in certain
non-employee
director compensation arrangements under the Teradata Corporation Director Compensation Program, as amended (the
Program). Under the terms of the Program, Ms. Olsen will receive a prorated annual retainer for the year ending on the date of the Companys 2019 Annual Meeting in the amount of $50,000. Ms. Olsen 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 15, 2018, Teradata issued a press release that announced the election of Ms. Olsen, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
The following exhibit is 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/ Laura K. Nyquist
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Laura K. Nyquist
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General Counsel and Secretary
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Dated: June 15, 2018
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