DEF 14A: TTEC Holdings Seeks Stockholder Approval for Director Elections, Auditor Ratification, and Equity Incentive Plan Amendment

TTEC Holdings is holding its annual meeting on May 22, 2024, to vote on the election of directors, ratification of its auditor, and an amendment to its equity incentive plan.

Summary

• TTEC Holdings is inviting stockholders to its annual meeting on May 22, 2024, to vote on key proposals.
• The proposals include electing eight directors for a one-year term, ratifying the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024, and approving an amendment to the TTEC 2020 Equity Incentive Plan.
• The meeting will also feature a report on the company's 2023 financial results, an overview of its Impact & Sustainability initiatives, and its outlook for the remainder of 2024.
• Stockholders of record as of April 3, 2024, are eligible to vote, with 47,448,910 shares outstanding on that date.
• The board recommends voting for all director nominees, for the ratification of PricewaterhouseCoopers LLP, and for the approval of the equity incentive plan amendment.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative financial results, with a focus on corporate governance and sustainability initiatives. The decrease in income from operations and diluted earnings per share tempers the positive aspects.

Positives

• Stockholders have multiple ways to vote: via the internet, by telephone, by mailing the enclosed proxy, or by attending the virtual Annual Stockholders Meeting.
• TTEC is committed to best practices in corporate governance.
• The company is focused on improving the engagement between clients and their customers.
• TTEC is embracing the responsible use of AI technologies for internal use in the business and in client offerings.
• The company is investing to broaden product and service capabilities, increase the global client base and industry expertise, tailor the geographic footprint to the needs of clients, and further scale the end-to-end integrated solutions platform.

Negatives

• Income from operations decreased by 30.0% year over year.
• Diluted earnings per share decreased from $2.18 to $0.18 year over year.

Risks

• The document mentions evolving risks specific to the use of artificial intelligence in TTEC's business and client offerings.
• The company faces risks arising from macroand microeconomic volatility and the related impact on TTEC clients and the business outlook.
• The company faces risks specific to its cost structure.
• The company faces financial and liquidity risks.

Future Outlook

The meeting will also include a report on our financial results for fiscal year 2023, an overview of our 2023 Impact & Sustainability initiatives, and our outlook for the remainder of 2024.

Management Comments

• Kenneth D. Tuchman, Chairman and Chief Executive Officer: 'On behalf of the Board of Directors and over 60,000 TTEC employees, thank you for your continued confidence in TTEC and our business.'

Industry Context

TTEC operates in the customer experience (CX) outsourcing industry, competing with companies that provide technology-enabled customer experiences and digital solutions.

Comparison to Industry Standards

• The document mentions a peer group of companies used for compensation benchmarking, including 8x8, Inc., Avaya Holdings Corp., CSG Systems International, Inc., Concentrix Corp., Conduent Inc., EPAM Systems, Inc., ExlService Holdings, Inc., Five9, Inc., Genpact Limited, ManTech International Corp., Sabre Corporation, TELUS International, Inc., and Unisys Corp.
• These companies are considered competitors for executive talent and follow similar compensation models.

Management Changes

Corporate Governance

Related Party Transactions

• The Company entered into an agreement under which Avion, LLC (Avion) and Airmax LLC (Airmax) provide certain aviation flight services as requested by the Company.
• Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100% beneficial ownership interest in Avion and Airmax.
• During 2023, 2022, and 2021, the Company expensed $1,000,000, $500,000, and $600,000, respectively, to Avion and Airmax for services provided to the Company.

Stakeholder Impact

• The proposals being voted on will impact shareholders, employees, and the company's overall governance structure.
• The election of directors will determine the leadership and strategic direction of the company.
• The ratification of the auditor ensures the integrity of the company's financial reporting.
• The amendment to the equity incentive plan affects the company's ability to attract and retain talent.

Next Steps

• Stockholders are encouraged to vote on the proposals before the annual meeting.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

proxy statement, annual meeting, board of directors, stockholders, election of directors, PricewaterhouseCoopers, equity incentive plan, executive compensation, corporate governance, TTEC