Current Report Filing (8-k)
January 28 2015 - 11:17AM
Edgar (US Regulatory)
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): January 27, 2015
TERADATA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-33458 |
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75-3236470 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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10000 Innovation Drive
Dayton, Ohio |
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45342 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
On January 27, 2015, the Board of Directors (the Board) of Teradata Corporation (the Company or Teradata) approved the
election of Lisa R. Bacus and Michael P. Gianoni (collectively, the New Directors) as members of the Board, effective as of January 27, 2015 (the Effective Date). Teradata expanded the size of the Board from nine to
eleven to accommodate the addition of the New Directors. Ms. Bacus will serve as a Class II director and Mr. Gianoni will serve as a Class III director, until the Annual Meeting of Stockholders in 2015 and 2016, respectively, or until such
time as his or her successor is duly elected and qualified or as otherwise provided in Teradatas Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The Board has determined that each of the New Directors is
independent under Teradatas Corporate Governance Guidelines and the requirements of the New York Stock Exchange. There are no arrangements or understandings between any New Director and any other person pursuant to which a New Director was
selected as a director. There are no transactions involving either New Director that would be required to be reported under Item 404(a) of Regulation S-K.
As of the Effective Date, both of the New Directors will participate in certain non-employee director compensation arrangements under the Teradata Corporation
Director Compensation Program (the Program), a copy of which may be found at Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by Teradata on May 15, 2008 (SEC file number 001-33458), with the U.S. Securities and Exchange
Commission. Under the terms of the Program, each New Director will receive a prorated annual retainer for the year starting on the date of the Companys 2014 Annual Meeting in the amount of $12,500.
Under the Companys equity approval policy, no equity-based award may be granted to non-employee directors during a Company blackout period. Because
Teradata was in a blackout period on the Effective Date, after Teradatas first quarter blackout period expires in February 2015, the Board will approve equity grants under the terms of the Program for each New Director, including (a) an
initial restricted share unit equity grant with a value of $75,000, and (b) a mid-year restricted share unit equity grant that will be the equivalent of the prorated annual equity award to non-employee directors under the Program.
Effective as of the Effective Date, the membership of the committees of the Board is as follows:
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Audit Committee: Messrs. Lund (Chair), Boykin, Fu, and Kepler and Ms. Cooper; |
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Compensation and Human Resource Committee: Messrs. Schwarz (Chair), Ringler, and Stavropoulos and Ms. Bacus; |
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Committee on Directors and Governance: Messrs. Stavropoulos (Chair), Gianoni, and Ringler; and |
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Executive Committee: Messrs. Ringler, Koehler, Lund and Stavropoulos. |
On January 27, 2015, Teradata
issued a press release that announced the election of the New Directors to the Board as of January 27, 2015, a copy of which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
The following exhibit is attached with this current report on Form 8-K:
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 27, 2015, issued by the Company. |
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.
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Teradata Corporation |
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By: |
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/s/ Laura K. Nyquist |
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Laura K. Nyquist |
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General Counsel and Secretary |
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Dated: January 28, 2015 |
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Index to Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 27, 2015, issued by the Company. |
Exhibit 99.1
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NEWS RELEASE |
Teradata Adds New Expertise to Its Board of Directors
Bacus and Gianoni bring accomplishments in marketing, cloud software, international growth
ATLANTA, Georgia (January 27, 2015) Teradata Corporation (NYSE: TDC) announced the election of Lisa R. Bacus and Michael P. Gianoni to
its Board of Directors, effective today. The new appointments expand the size of the board from nine to eleven directors.
Lisa R. Bacus
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Lisa R. Bacus is Executive Vice President and Global Chief Marketing Officer for Cigna (CI), a Global Fortune 500 health services organization providing health care products including an integrated suite of health services,
such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna has sales capabilities in 30 countries and jurisdictions and has
approximately 85 million customer relationships throughout the world. Bacus is responsible for Cignas global marketing activities, including strategic market planning, marketing insights, data analytics and product solutions, competitive
intelligence and market research, product development, branding, advertising, digital marketing, public relations and communications, customer value management, and customer experience. She joins Teradatas board as a Class II
director. |
Michael P. Gianoni
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Michael P. Gianoni is President and CEO of Blackbaud (BLKB), a cloud-based and on-premise provider of financial, fundraising, and administrative software for not-for-profit
organizations and educational institutions. He is responsible for the strategic direction and operations of this leading technology company that powers the business of philanthropy for its more than 30,000 nonprofit customers around the world.
Blackbaud has over 3,000 associates worldwide and operates in over 60 countries. Mr. Gianoni, who also serves as a director of Blackbaud, joins the Teradata Board of Directors as a Class III director. |
The new directors were selected following a comprehensive search conducted by the board to identify qualified new directors.
Ms. Bacus has excellent experience as a customer-oriented global marketing executive who has a keen
interest in data analytics. Her more than 25 years of marketing management experience includes senior positions at Cigna Corporation, American Family Insurance Group, and Ford Motor Company, said James (Jim) Ringler, chairman, Teradata
Corporation. Mr. Gianoni brings extensive experience with technology companies and has led large software business units delivering excellent financial results. His over 30 years senior management experience includes leadership positions
at Blackbaud, Inc., Fiserv, Inc., CheckFree Corporation, and DST Systems, Inc. We are pleased to have these two extremely qualified business leaders add to the strength of Teradatas board.
Lisa has a proven track record of developing and executing customer-centric marketing strategies with an important focus in digital marketing, which
will be helpful as we extend Teradata marketing applications and analytics leadership, said Mike Koehler, president and chief executive officer of Teradata Corporation. Mike Gianoni is a seasoned executive in technology, cloud, and
Software as a Service with a track record of driving financial performance improvement in a fast growth environment. Lisa and Mike are joining our board as the business of big data analytics and marketing applications is poised for significant
growth.
Relevant Links:
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To view biographies for current Teradata Leadership and Board of Directors, click here. |
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For the latest Teradata earnings news release, click here. |
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To view recent news about Teradata Corporation, click here. |
About Teradata
Teradatas leading portfolio of big data analytic solutions, integrated marketing applications, and services can help organizations gain a sustainable
competitive advantage with data. Visit teradata.com.
Get to know Teradata:
# # #
Teradata and the Teradata logo are trademarks or registered trademarks of Teradata Corporation and/or
its affiliates in the U.S. and worldwide.
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MEDIA CONTACT: |
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INVESTOR RELATIONS CONTACT: |
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Mike OSullivan |
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Gregg Swearingen |
Teradata Corporate Headquarters |
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Teradata Corporate Headquarters |
(937) 242-4786 |
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(937) 242-4600 |
mike.osullivan@teradata.com |
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gregg.swearingen@teradata.com |
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