TERADATA CORP /DE/ 8-K

What Happened
Teradata Corporation announced the results of its Annual Meeting of Stockholders held May 14, 2026 and filed an 8-K on May 19, 2026. Stockholders elected three Class I directors (Melissa B. Fisher, Stephen McMillan, Kimberly K. Nelson), approved an amended and restated Teradata 2023 Stock Incentive Plan that increases the share reserve by 6,300,000 shares, and ratified PricewaterhouseCoopers LLP as the company’s independent auditor for 2026. Approximately 88,232,188 shares (about 93.33% of outstanding shares entitled to vote) were represented at the meeting.

Key Details

• Annual Meeting date: May 14, 2026; 88,232,188 shares present or represented (≈93.33% of outstanding eligible shares).
• Directors elected for three-year terms (votes): Melissa B. Fisher — For 76,620,808; Stephen McMillan — For 75,598,638; Kimberly K. Nelson — For 72,391,863. Broker non-votes on these director elections: 8,096,976.
• Amended 2023 Stock Incentive Plan approved: increase of 6,300,000 shares. Vote: For 73,643,705; Against 6,403,587; Abstain 87,920; Broker non-votes 8,096,976. Full text included as Exhibit 10.1 to the 8-K.
• Advisory "say-on-pay" passed: For 77,550,609; Against 2,479,139; Abstain 105,464. Auditor ratified: PwC — For 87,449,014; Against 638,248; Abstain 144,926.

Why It Matters
Approval of the Amended 2023 Stock Incentive Plan increases the pool of shares available for employee and executive awards by 6.3 million, which is a common mechanism to support compensation and retention but may lead to future share-based dilution as awards are granted. Election of the three directors and ratification of PwC maintain board continuity and audit firm continuity. The strong advisory "say-on-pay" vote indicates shareholder support for current executive compensation practices. Investors should note the specific vote counts (including about 8.1 million broker non-votes on certain items) as they reflect shareholder engagement and voting dynamics on non-routine matters.