8-K: Teradata Stockholders Approve Amended 2023 Stock Incentive Plan and Elect Directors at Annual Meeting

Teradata Corporation held its Annual Meeting of Stockholders on May 15, 2025, where key proposals, including the approval of the Amended 2023 Stock Incentive Plan and the election of directors, were passed.

Summary

• Teradata Corporation held its Annual Meeting of Stockholders on May 15, 2025.
• Stockholders approved the Amended 2023 Stock Incentive Plan, increasing the number of shares available by 3,687,000.
• Three Class III directors, Michael P. Gianoni, Todd E. McElhatton, and Joanne B. Olsen, were elected for three-year terms expiring at the 2028 Annual Meeting.
• An advisory vote on executive compensation (say-on-pay) was approved.
• The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2025 was ratified.
• Approximately 90% of the total shares issued and outstanding were represented at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document reflects standard corporate governance procedures and positive shareholder engagement, indicating a neutral to slightly positive sentiment.

Positives

• Stockholders demonstrated strong support for the company's executive compensation practices through the say-on-pay vote.
• The ratification of PricewaterhouseCoopers LLP as the independent auditor provides assurance of financial oversight.
• The approval of the Amended 2023 Stock Incentive Plan allows the company to continue to attract and retain talent through equity-based compensation.
• High attendance at the Annual Meeting shows strong shareholder engagement.

Future Outlook

The company will continue to operate under the guidance of the elected directors and with PricewaterhouseCoopers LLP as its independent auditor. The Amended 2023 Stock Incentive Plan will be used for future equity-based compensation.

Industry Context

Companies routinely hold annual meetings to address corporate governance matters, including director elections, executive compensation, and auditor ratification. Stock incentive plans are a common tool for attracting and retaining talent in the competitive technology industry.

Comparison to Industry Standards

• The say-on-pay vote is a common practice among publicly traded companies, allowing shareholders to express their views on executive compensation.
• Increasing the number of shares available under a stock incentive plan is a typical response to company growth and the need to incentivize employees.
• Ratifying the appointment of an independent auditor is a standard corporate governance practice to ensure financial transparency and accountability.
• Teradata's Amended 2023 Stock Incentive Plan is similar to those of comparable technology companies such as Snowflake, Databricks, and MongoDB, which use equity-based compensation to attract and retain talent.

Stakeholder Impact

• Shareholders have the opportunity to influence corporate governance through voting on key proposals.
• Employees may benefit from the Amended 2023 Stock Incentive Plan through equity-based compensation.
• The ratification of PricewaterhouseCoopers LLP as the independent auditor provides assurance to stakeholders regarding financial oversight.

Next Steps

• The elected directors will assume their roles and responsibilities.
• The company will continue to utilize the Amended 2023 Stock Incentive Plan.
• PricewaterhouseCoopers LLP will serve as the independent registered public accounting firm for 2025.

Key Dates

Keywords

Stock Incentive Plan, Annual Meeting, Board of Directors, Executive Compensation, Teradata, Directors, Shares, Vote