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  4. [8-K] TTEC Holdings, Inc. Reports Material Event

Redomestication moves TTEC (NASDAQ: TTEC) from Delaware to Texas

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TTEC Holdings, Inc. has completed a legal re-domestication, changing its state of incorporation from Delaware to Texas effective May 22, 2026. The company is now governed by Texas law, a new Texas certificate of formation and Texas bylaws approved by its board.

Each outstanding share of Delaware common stock automatically converted into one share of Texas common stock with the same par value, and existing restricted stock units and similar rights now reference Texas shares on identical terms. The stock continues to trade on Nasdaq under the symbol TTEC.

TTEC states that the move does not change its business operations, locations, management, employees, assets, liabilities or net worth other than re-domestication costs. At the May 21, 2026 annual meeting, stockholders elected all director nominees and approved additional proposals by wide margins based on the reported vote tallies.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Re-domestication effective date May 22, 2026 Effective time of conversion from Delaware to Texas
Votes for director Kenneth D. Tuchman 36,953,095 votes 2026 annual meeting director election
Votes for director Gina L. Loften 37,077,969 votes 2026 annual meeting director election
Proposal vote – For 42,778,390 votes Unspecified proposal with 0 broker non-votes
Proposal vote – For 31,934,654 votes Unspecified proposal with 5,567,196 broker non-votes
Re-domestication regulatory
"pursuant to which the re-domestication of the Company from the State of Delaware to the State of Texas"
Plan of Conversion regulatory
"from the State of Delaware to the State of Texas (“Re-domestication”) pursuant to a plan of conversion the “Plan of Conversion”"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
certificate of conversion regulatory
"the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware"
A certificate of conversion is the formal, recorded document that proves a company has legally changed its type or moved its legal home — for example from a limited liability company to a corporation or from one state/country to another. Investors care because that change can alter ownership rules, voting rights, tax treatment and how shares are issued or transferred; the certificate is the official paper trail that makes the new structure enforceable, like a vehicle’s updated registration after you change its title.
Texas Charter regulatory
"governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (“Texas Charter”)"
Broker Non-Votes financial
"For | | | Against | | | Abstain | | | Broker Non-Votes"
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.
Annual Meeting of Stockholders governance
"held its 2026 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”)"
Understanding 8-K Material Events →
false --12-31 0001013880 0001013880 2026-05-21 2026-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 21, 2026

 

TTEC Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Texas 001-11919 84-1291044
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)

 

100 Congress Avenue, Suite 1425,  Austin, TX 78701

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 303-397-8100

 

Not Applicable
(Former name or former 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 (see General Instruction A.2. below):

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)

Name of each exchange on which 
registered

Common stock of TTEC Holdings, Inc., $0.01 par value per share TTEC NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

Reference is made to the disclosure set forth in Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Reference is made to the disclosure set forth in Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 5.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 21, 2026, TTEC Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”). At the Annual Stockholders Meeting, stockholders voted on the following proposals:

 

1.To elect seven directors to serve until the next annual meeting of stockholders or until their successors are duly appointed or elected and qualified. Each director was elected with the votes cast as follows:

 

Nominee  For   Withheld   Broker
Non-Votes		 
Kenneth D. Tuchman   36,953,095    313,246    5,567,196 
Steven J. Anenen   35,408,875    1,857,466    5,567,196 
Tracy L. Bahl   36,890,430    375,911    5,567,196 
Gregory A. Conley   35,979,990    1,286,351    5,567,196 
Robert N. Frerichs   33,501,450    3,764,891    5,567,196 
Marc L. Holtzman   35,225,147    2,041,194    5,567,196 
Gina L. Loften   37,077,969    188,372    5,567,196 

 

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified with the votes cast as follows:

 

For   Against   Abstain   Broker
Non-Votes		 
 42,778,390    52,826    2,321    0 

 

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the Company’s Proxy Statement. The proposal was approved with the votes cast as follows:

 

For   Against   Abstain   Broker
Non-Votes		 
 36,843,503    349,319    73,519    5,567,196 

 

4.To approve the re-domestication of the Company from Delaware to Texas by conversion. The proposal was approved with the votes cast as follows:

 

For   Against   Abstain   Broker
Non-Votes		 
 31,934,654    5,328,454    3,233    5,567,196 

 

 

 

 

Item 8.01 Other Events.

 

On May 22, 2026, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) a certificate of conversion and certificate of formation with the Secretary of State of the State of Texas, pursuant to which the re-domestication of the Company from the State of Delaware to the State of Texas (“Re-domestication”) pursuant to a plan of conversion the “Plan of Conversion” became effective on May 22, 2026 (the “Effective Time”).

 

At the Effective Time: (i) the Company’s state of incorporation changed from the State of Delaware to the State of Texas; and (ii) the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (“Texas Charter”) and the bylaws approved by the Company’s board of directors (“Texas Bylaws”). The Re-domestication did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Re-domestication). The Re-domestication did not materially affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Re-domestication.

 

At the Effective Time, each outstanding share of Common Stock, par value $0.01 per share, of the Delaware corporation (“Delaware Corporation Common Stock”) automatically converted into one outstanding share of common stock, par value $0.01 per share, of the Texas corporation (“Texas Corporation Common Stock”). Stockholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit or other right to acquire shares of Delaware Corporation Common Stock automatically became a restricted stock unit or other right to acquire an equal number of shares of Texas Corporation Common Stock, under the same terms and conditions. The Texas Corporation Common Stock continues to be traded on The Nasdaq Stock Market under the symbol “TTEC.”

 

Certain rights of the Company’s stockholders were changed as a result of the Re-domestication. A more detailed description of the Plan of Conversion, Texas Charter, Texas Bylaws, and the effects of the Re-domestication is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Stockholders Meeting filed with the Securities and Exchange Commission on April 10, 2026 under “Proposal No. 4 Approval of the Redomestication of the Company from Delaware to Texas by Conversion,” which description is incorporated herein by reference. Copies of the Plan of Conversion, Texas Charter and Texas Bylaws are filed as Exhibits 2.2, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
2.2 Plan of Conversion of TTEC Holdings, Inc., dated as of May 22, 2026  
3.1 Certificate of Formation of TTEC Holdings, Inc., a Texas corporation, dated May 22, 2026
3.2 Bylaws of TTEC Holdings, Inc., a Texas corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       TTEC Holdings, Inc.
       (Registrant)  
     
Date:  May 27, 2026 By: /s/ Margaret B. McLean
   

Margaret B. McLean

Chief Legal & Risk Officer    

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did TTEC (TTEC) implement in May 2026?

TTEC changed its state of incorporation from Delaware to Texas effective May 22, 2026. Its affairs are now governed by Texas law, a new Texas certificate of formation and new Texas bylaws, while its business operations and management remain unchanged.

How did TTEC (TTEC) handle existing common stock in the re-domestication?

Each outstanding share of Delaware common stock automatically became one share of Texas common stock with the same par value. Stockholders do not need to exchange certificates, and their proportional ownership and economic rights remain the same after the conversion.

Did TTEC’s Nasdaq listing or ticker change after moving to Texas?

TTEC’s common stock continues to trade on The Nasdaq Stock Market under the symbol TTEC after the re-domestication. Only the state of incorporation and governing charter and bylaws changed, not the listing venue or trading symbol.

Were TTEC equity awards affected by the Delaware-to-Texas move?

At the effective time, each restricted stock unit and similar right referencing Delaware common stock became a right to receive an equal number of Texas common shares. All such awards retain the same terms and conditions aside from the change in issuing entity.

What did TTEC stockholders vote on at the 2026 annual meeting?

At the May 21, 2026 annual meeting, stockholders elected all listed director nominees and approved additional proposals with strong support. Vote tallies show large majorities “for” and limited opposition or abstentions, with separate broker non-vote counts disclosed.

Did TTEC’s contracts or obligations change due to the re-domestication?

TTEC states the re-domestication did not materially affect its material contracts with third parties. The company’s rights and obligations under those agreements continue in place after the move, with the Texas corporation now serving as the contracting entity.

Filing Exhibits & Attachments

6 documents

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