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Get filing alertsTeradata stockholders approve 6.3M share increase to equity compensation plan
Filed May 19, 2026 · Period ending May 14, 2026 · ~1 min read
Key Changes
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Stockholders approved amendment to 2023 Stock Incentive Plan, adding 6.3 million shares to the equity compensation pool available for employee and executive grants.
Item 5.02 verify on EDGAR → -
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All three Class I directors elected to three-year terms: Fisher (95.7% support), McMillan (94.4%), and Nelson (90.4%).
Item 5.07 verify on EDGAR → -
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Say-on-pay vote passed with 96.9% approval, indicating shareholder satisfaction with executive compensation practices.
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as 2026 auditor with 99.3% support.
Item 5.07 verify on EDGAR →
Summary
Teradata held its 2026 annual meeting on May 14, with 93.3% of outstanding shares represented. The most material outcome was stockholder approval of an amendment to the 2023 Stock Incentive Plan, expanding the share reserve by 6.3 million shares.
This increases the pool available for equity-based compensation to employees and executives, providing the company with additional flexibility for talent retention and recruitment through stock grants. All other proposals passed with strong support. The three Class I director nominees were elected to three-year terms with approval ranging from 90-96%.
Executive compensation received 96.9% advisory approval, and the independent auditor was ratified with 99.3% support. These routine governance matters reflect normal shareholder confidence in management and board oversight, with no contested votes or material opposition.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Teradata held its 2026 annual meeting; all director nominees elected, say-on-pay approved, equity plan approved, auditor ratified.
Added in current filing · verify on EDGAR →
3. The approval of the Amended 2023 Plan.
For: 73,643,705 Against: 6,403,587 Abstain: 87,920 Broker Non-Votes: 8,096,976
The Amended 2023 Plan was approved with 92.0% support of votes cast (excluding broker non-votes), representing 83.5% of shares present. This approval allows the company to continue granting equity-based compensation to employees and directors under the amended plan terms.
Show 4 minor / wording changes
Added in current filing · verify on EDGAR →
1. Election of three Class I directors for three-year terms expiring at the 2029 Annual Meeting to hold office until their respective successors are duly elected and qualified.
a. Melissa B. Fisher
For: 76,620,808 Against: 3,456,855 Abstain: 57,549 Broker Non-Votes: 8,096,976
b. Stephen McMillan
For: 75,598,638 Against: 4,471,264 Abstain: 65,310 Broker Non-Votes: 8,096,976
c. Kimberly K. Nelson
For: 72,391,863 Against: 7,671,249 Abstain: 72,100 Broker Non-Votes: 8,096,976
All three Class I director nominees were elected to three-year terms. Fisher received 95.7% support, McMillan 94.4%, and Nelson 90.4% of votes cast (excluding broker non-votes). With 88,232,188 shares represented at the meeting, Fisher received support from 86.8%, McMillan 85.7%, and Nelson 82.0% of shares present.
Added in current filing · verify on EDGAR →
2. An advisory (non-binding) vote on executive compensation (“say-on-pay”).
For: 77,550,609 Against: 2,479,139 Abstain: 105,464 Broker Non-Votes: 8,096,976
Executive compensation received advisory approval with 96.9% support of votes cast (excluding broker non-votes), representing 87.9% of shares present at the meeting. This strong approval indicates shareholder satisfaction with the company's executive pay practices.
Added in current filing · verify on EDGAR →
4. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
For: 87,449,014 Against: 638,248 Abstain: 144,926
PricewaterhouseCoopers LLP was ratified as the independent auditor for 2026 with 99.3% support of votes cast, representing 99.1% of shares present at the meeting. This overwhelming approval reflects strong shareholder confidence in the auditor selection.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the holders of a total of 88,232,188 shares of the Company’s common stock entitled to vote were present in person or represented by proxy, constituting approximately 93.33% of the total shares issued and outstanding and entitled to vote at the Annual Meeting.
The meeting achieved a strong quorum with 93.33% of outstanding shares represented, indicating robust shareholder participation in the voting process.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify