TERADATA CORPORATION (NYSE:TDC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders (the “Annual Meeting”) of Teradata Corporation (“Teradata” or the “Company”) was held on April17, 2018. At the Annual Meeting, the holders of a total of 111,241,513 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 Lisa R. Bacus, Timothy C.K. Chou, James R. Ringler, and John G. Schwarz as ClassII directors; |
| 2) |
an advisory (non-binding) vote on executive compensation (a “say-on-pay” vote); |
| 3) |
a proposal to approve the amended and restated Teradata Employee Stock Purchase Plan; and |
| 4) |
a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. |
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 ClassII directors for three-year terms expiring at the 2021 Annual Meeting and to hold office until their respective successors are duly elected and qualified. |
a. Lisa R. Bacus
| For: 99,872,705 |
Against: 2,189,632 |
Abstain: 155,181 |
Broker Non-Votes: 9,023,995 |
b. Timothy C.K. Chou
| For: 100,638,795 |
Against: 1,406,072 |
Abstain: 172,651 |
Broker Non-Votes: 9,023,995 |
c. James R. Ringler
| For: 94,160,810 |
Against: 6,662,011 |
Abstain: 1,394,697 |
Broker Non-Votes: 9,023,995 |
d. John G. Schwarz
| For: 99,855,892 |
Against: 2,197,025 |
Abstain: 164,601 |
Broker Non-Votes: 9,023,995 |
| 2. |
An advisory (non-binding) vote on executive compensation (“say-on-pay”). |
| For: 94,651,628 |
Against: 3,129,331 |
Abstain: 4,436,559 |
Broker Non-Votes: 9,023,995 |
| 3. |
The approval of the amended and restated Teradata Employee Stock Purchase Plan. |
| For: 100,971,880 |
Against: 1,113,862 |
Abstain: 131,776 |
Broker Non-Votes: 9,023,995 |
| 4. |
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. |
| For: 108,945,702 |
Against: 2,114,477 |
Abstain: 181,334 |
About TERADATA CORPORATION (NYSE:TDC)
Teradata Corporation (Teradata) is a provider of analytic data platforms, marketing and analytic applications, and related services. The Company’s analytic data platforms consist of software, hardware and related business consulting and support services for data warehousing, and big data analytics. It operates in two segments: data and analytics, and marketing applications. Its services include a range of offerings, such as consulting to help organizations design, optimize and manage their analytic and big data environments, either on-premise or in the cloud. Its value-added consulting services provide expertise in data architecture services, cloud, private cloud, managed services and related installation services. In addition to its consulting services it offers a set of support services. Teradata operates from various locations within the United States with the primary locations being Dayton, Ohio; Johns Creek (Atlanta), Georgia, and Rancho Bernardo (San Diego), California.