DEF: TTEC Holdings Sets Date for 2025 Annual Stockholders Meeting Amidst Take-Private Proposal

TTEC Holdings will hold its annual stockholders meeting virtually on May 22, 2025, to elect directors and ratify the appointment of its accounting firm, while a special committee evaluates a take-private proposal.

Summary

• TTEC Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on May 22, 2025, at 10:00 a.m. Central Daylight Time.
• Stockholders of record as of March 31, 2025, are entitled to vote.
• The agenda includes the election of seven directors, ratification of PricewaterhouseCoopers LLP as the independent accounting firm for fiscal year 2025, and other business matters.
• The meeting will also feature a report on the company's 2024 financial results, an overview of 2024 Impact & Sustainability initiatives, and the outlook for the remainder of 2025.
• As of the record date, TTEC had 47,804,123 shares outstanding.
• The Board recommends voting for the director nominees and for the ratification of PricewaterhouseCoopers LLP.
• Kenneth D. Tuchman, Chairman and CEO, who owns 58.3% of the company's stock, intends to vote in line with the Board's recommendations.
• The Board has established a special committee to evaluate an unsolicited, preliminary, non-binding proposal from Kenneth Tuchman to take the Company private at $6.85 per share.
• The Special Committee has completed its preliminary valuation analysis of the Company and remains ready to consider and engage with Mr. Tuchman with respect to a definitive transaction proposal.
• In February 2025, TTEC announced it is moving its principal place of business to Austin, Texas.

Sentiment

Score: 5

Explanation: The document presents a mix of positive and negative information. While there's a focus on corporate governance and sustainability, the financial results indicate a challenging year. The take-private proposal adds uncertainty.

Positives

• Stockholders have the option to attend the Annual Meeting virtually.
• The company is committed to sound corporate governance practices, including a majority of independent directors and regular executive sessions.
• TTEC is focused on impact and sustainability initiatives, including reducing its carbon footprint and investing in its people and communities.
• The company's executive compensation program is designed to reward financial results and effective strategic leadership.
• The company has an incentive recoupment (clawback) policy in place.

Negatives

• The company reported a loss from operations of $173.5 million in 2024.
• Net cash used in operating activities was $(58.8) million in 2024.
• Diluted loss per share was $(6.74) in 2024.
• Revenue decreased by 10.4% over the prior year.

Risks

• The company faces risks related to financial liquidity, the use of artificial intelligence, cybersecurity, and regulatory compliance.
• The take-private proposal is subject to financing, negotiation of a definitive agreement, and approval by the Special Committee and minority stockholders.
• The company's performance is subject to macroeconomic volatility and the impact on its clients' businesses.
• The company's ability to achieve its long-term growth objectives is dependent on its ability to adapt to rapidly changing technologies and client demands.

Future Outlook

The meeting will also include a report on our financial results for fiscal year 2024, an overview of our 2024 Impact & Sustainability initiatives, and our outlook for the remainder of 2025.

Management Comments

• 'We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual Stockholders Meeting, reduces costs significantly, and enhances our stockholders experience in accessing our information, understanding our business, and the way in which TTEC is governed and managed,' said Kenneth D. Tuchman, Chairman and Chief Executive Officer.

Industry Context

TTEC operates in the customer experience (CX) outsourcing market, competing with companies that provide technology-enabled customer experiences and data-driven digital solutions. The company is focused on diversifying and strengthening its core CX services with AI-enhanced, technology-enabled, outcomes-focused services, data analytics, insights, and consulting.

Comparison to Industry Standards

• The document mentions several companies in TTEC's peer group, including 8x8, Inc., CSG Systems International, Inc., Concentrix Corp., Conduent Inc., EPAM Systems, Inc., ExlService Holdings, Inc., Five9, Inc., Genpact Limited, Maximus, Inc., Perficient, Inc., Sabre Corporation, TELUS International, Inc., and Unisys Corp.
• These companies are comparable in size, have similar annual revenue and/or operating income, have similar addressable markets, and follow similar compensation models.
• The document does not provide specific comparisons of TTEC's financial performance to these companies, but it does state that the company benchmarks its executive compensation against this peer group.

Management Changes

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 2024, 2023, and 2022, the Company expensed $600,000, $1,000,000, and $500,000, respectively, to Avion and Airmax for services provided to the Company.
• During 2024, the Company also spent approximately $1,252,000 with KPMG as an advisor on non-audit matters, of which approximately $710,000 was specific to the United States. Mr. Wagers daughter is employed by KPMG in a junior non-partner role and KPMG was a service provider to the Company prior to Mr. Wagers employment.

Stakeholder Impact

• Stockholders will vote on key governance matters, including the election of directors and the ratification of the independent auditor.
• Employees may be impacted by the company's relocation to Austin, Texas.
• The take-private proposal could have a significant impact on stockholders, depending on the outcome of the evaluation by the Special Committee.
• The company's sustainability initiatives are designed to benefit the environment and the communities in which it operates.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board will continue to evaluate the take-private proposal.
• The company will continue to focus on its impact and sustainability initiatives.
• The company will continue to monitor and manage risks related to its business.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, PricewaterhouseCoopers, Independent Auditor, Corporate Governance, Executive Compensation, Take-Private Proposal, Kenneth Tuchman, TTEC Holdings, Financial Results, Sustainability, Risk Management