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): April 26, 2016
TERADATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-33458 | 75-3236470 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
|
10000 Innovation Drive Dayton, Ohio |
45342 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amended 2012 Stock Incentive Plan. On April 26, 2016, the stockholders of Teradata Corporation (the “Company” or “Teradata”), upon recommendation of the Teradata Board of Directors (the “Board”), approved the amended and restated Teradata 2012 Stock Incentive Plan (the “Amended Plan”). The plan was initially approved by stockholders on April 20, 2012. The Amended Plan is described in the Company’s 2016 Proxy Statement, and the full text of the Amended Plan, attached as an Appendix to the 2016 Proxy Statement, is incorporated herein by reference.
Form of Award Agreement. At its meeting on April 26, 2016, the Board also approved the form of restricted share unit agreement to be used in connection with awards made to our non-employee directors under the Amended Plan. A copy of the form of this agreement is attached hereto as Exhibit 10.2, and hereby incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Teradata Annual Meeting of Stockholders (the “Annual Meeting”) was held on April 26, 2016. At the Annual Meeting, the holders of a total of 112,265,631 shares of the Company’s common stock entitled to vote were present in person or represented by proxy, constituting approximately 87.08% of the total shares issued and outstanding and entitled to vote at the Annual Meeting. Stockholders voted on four matters: a proposal to elect Cary T. Fu, Michael P. Gianoni and Victor L. Lund as Class III directors, a proposal to approve the amended and restated Teradata 2012 Stock Incentive Plan, an advisory (non-binding) vote on executive compensation, and a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. The number of shares voted with respect to each matter required to be reported herein was certified by an independent inspector of elections, the results of which are set forth below:
1. Election of Class III directors for three-year terms expiring at the 2019 Annual Meeting and to hold office until their respective successors are duly elected and qualified.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are attached to this Current Report on Form 8-K:
|
Exhibit No. |
Description |
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| 10.1 | Teradata 2012 Stock Incentive Plan (Amended and Restated as of February 22, 2016) (incorporated by reference from the Proxy Statement of Teradata Corporation filed with the SEC on March 4, 2016). | |
| 10.2 | Form of Director Restricted Share Unit Grant Statement under the Teradata 2012 Stock Incentive Plan. | |
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.
| Teradata Corporation | ||
| By: | /s/ Laura K. Nyquist | |
| Name: Laura K. Nyquist | ||
| Title: General Counsel and Secretary | ||
Dated: April 29, 2016
Index to Exhibits
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Exhibit No. |
Description |
|
| 10.1 | Teradata 2012 Stock Incentive Plan (Amended and Restated as of February 22, 2016) (incorporated by reference from the Proxy Statement of Teradata Corporation filed with the SEC on March 4, 2016). | |
| 10.2 | Form of Director Restricted Share Unit Grant Statement under the Teradata 2012 Stock Incentive Plan. | |
Exhibit 10.2
Teradata 2012 Stock Incentive Plan
Director Restricted Share Unit Grant Statement
You have been awarded a number of restricted share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this Director Restricted Share Unit Grant Statement (this “Statement”), the Plan and the Teradata Corporation Director Compensation Program (the “Program”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
1. The Share Units will vest during the one-year period beginning on the date upon which the Share Units were granted (the “Date of Grant”), in equal quarterly installments (subject to mathematical rounding performed by the third party Plan administrator) commencing three (3) months after the Date of Grant, provided you continue to serve as a Director of Teradata Corporation (“Teradata”) until each vesting date. Notwithstanding the foregoing, if the Date of Grant of your Share Units is the date of an Annual Meeting of Stockholders, then, the fourth quarterly vesting will occur only if you continue to serve as a Director until the earlier of (a) the first Annual Meeting of Stockholders following the Date of Grant and (b) the first (1 st ) anniversary of the Date of Grant.
2. Any unvested Share Units will become fully vested if, prior to the one-year anniversary of the Date of Grant, you die while serving as a Director of Teradata or a Change in Control occurs, provided that you served as a Director immediately prior to the Change in Control.
3. Except as otherwise provided pursuant to a deferral election in effect under Article IV of the Program, when vested, the Share Units will be paid to you in shares of Teradata common stock within thirty (30) days after the vesting date, such that one (1) Share Unit equals one (1) share of Teradata common stock (“Share”).
4. The Share Units will be cancelled if the Committee on Directors and Governance of the Teradata Board of Directors (the “Committee”) determines that you engaged in misconduct in connection with your appointment as a Director of Teradata or if your service as a Director is terminated for Cause. Further, if your service as a Director is terminated for Cause, then, to the extent demanded by the Committee in its sole discretion, you shall (a) return to Teradata all Shares that you have not disposed of that have been acquired pursuant to this Statement within two (2) years prior to your date of termination, and (b) with respect to any Shares acquired pursuant to this Statement within two (2) years prior to your date of termination that you have disposed of, pay to Teradata in cash the Fair Market Value of such Shares on the date acquired.
5. Any cash dividends declared before your vesting dates on the Shares underlying the Share Units shall be converted to additional Share Units subject to the terms of this Statement, based on the Fair Market Value (as defined in the Plan) of Teradata common stock on the date the dividend is declared.
6. You may designate one or more beneficiaries to receive all or part of any Shares to be distributed in case of your death, and you may change or revoke such designation at any time. In the event of your death, any Shares distributable hereunder that are subject to such a designation
will be distributed to such beneficiary or beneficiaries in accordance with this Statement. Any other Shares will be distributable to your estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, the Shares in question may be transferred to your estate, in which event Teradata will have no further liability to anyone with respect to such Shares.
7. The terms of this award of Share Units as evidenced by this Statement may be amended by the Teradata Board of Directors, the Committee or the Compensation and Human Resource Committee, provided that no such amendment shall impair your rights hereunder without your consent.
8. The Share Units and the number and kind of Shares covered by this Statement shall be subject to adjustment as provided in Section 15 of the Plan.
9. In the event of a conflict between the terms and conditions of this Statement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail.
10. The Share Units may not be sold, transferred, pledged, assigned or otherwise alienated, except by beneficiary designation, will or by the laws of descent and distribution upon your death.
11. You shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Share Units until such Shares have been delivered to you in accordance with Section 3 of this Statement. The obligations of Teradata under this Statement will be merely that of an unfunded and unsecured promise of Teradata to deliver Shares in the future following vesting of the Share Units, and your rights will be no greater than those of an unsecured general creditor. No assets of Teradata will be held or set aside as security for the obligations of Teradata under this Statement.
12. Nothing contained in this Statement shall confer upon you any right with respect to continuance of service by Teradata, nor limit or affect in any manner the right of Teradata to terminate your service or adjust your compensation.
13. By accepting any benefit under this Statement, you and each person claiming under or through you shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of this Statement and the Plan and any action taken under this Statement or the Plan by the Committee, the Board of Directors or Teradata, in any case in accordance with the terms and conditions of this Statement.
14. Teradata may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by Teradata or a third party designated by Teradata.
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