Teradata (NYSE: TDC) expands 2023 stock incentive plan by 6.3M shares
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Teradata Corporation reported results from its May 14, 2026 annual stockholder meeting and changes to its equity plan. Stockholders approved the Teradata 2023 Stock Incentive Plan as Amended and Restated, which increases the number of shares available for awards under the plan by 6,300,000 shares.
Three Class I directors — Melissa B. Fisher, Stephen McMillan, and Kimberly K. Nelson — were elected to three-year terms expiring at the 2029 annual meeting. Stockholders also approved an advisory say-on-pay resolution on executive compensation and ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
A total of 88,232,188 shares of common stock were present in person or by proxy, representing about 93.33% of shares issued and outstanding and entitled to vote at the meeting.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Stock plan share increase: 6,300,000 shares
Shares represented at meeting: 88,232,188 shares
Meeting participation rate: 93.33%
+4 more
7 metrics
Stock plan share increase
6,300,000 shares
Additional shares available under Amended 2023 Stock Incentive Plan
Shares represented at meeting
88,232,188 shares
Common stock present or represented at May 14, 2026 annual meeting
Meeting participation rate
93.33%
Percentage of issued and outstanding shares entitled to vote represented
Say-on-pay support
77,550,609 for vs. 2,479,139 against
Advisory vote on executive compensation
Plan approval votes
73,643,705 for vs. 6,403,587 against
Approval of Amended 2023 Stock Incentive Plan
Auditor ratification votes
87,449,014 for
Ratification of PricewaterhouseCoopers LLP as 2026 auditor
Director vote example
76,620,808 for
Votes for election of director Melissa B. Fisher
Key Terms
Amended 2023 Plan, Stock Incentive Plan, say-on-pay, broker non-votes, +1 more
5 terms
Amended 2023 Plan financial
"approved the Teradata 2023 Stock Incentive Plan as Amended and Restated (the “Amended 2023 Plan”)."
Stock Incentive Plan financial
"Teradata 2023 Stock Incentive Plan as Amended and Restated (the “Amended 2023 Plan”)."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
say-on-pay financial
"an advisory (non-binding) vote on executive compensation (a “say-on-pay” vote);"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Broker Non-Votes: 8,096,976"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
What did Teradata (TDC) stockholders approve regarding the 2023 Stock Incentive Plan?
Stockholders approved the Teradata 2023 Stock Incentive Plan as Amended and Restated, adding 6,300,000 shares available for equity awards. This increases the pool the company can use for future stock-based compensation and incentives to employees, directors, and other eligible participants.
Were Teradata’s director nominees elected at the 2026 annual meeting?
Yes. Melissa B. Fisher, Stephen McMillan, and Kimberly K. Nelson were elected as Class I directors to three-year terms expiring at the 2029 annual meeting, each receiving significantly more votes for than against, along with broker non-votes reported separately.
How did Teradata (TDC) stockholders vote on executive compensation?
Stockholders approved Teradata’s advisory say-on-pay resolution. The vote totaled 77,550,609 shares for, 2,479,139 against, and 105,464 abstentions, with 8,096,976 broker non-votes. This indicates broad support for the company’s disclosed executive pay practices.
Which auditor did Teradata (TDC) stockholders ratify for 2026?
Stockholders ratified PricewaterhouseCoopers LLP as Teradata’s independent registered public accounting firm for 2026. Votes were 87,449,014 for, 638,248 against, and 144,926 abstentions, reflecting strong ratification support for continuing with the same audit firm.