8-K

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): June 1, 2022

TERADATA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33458	75-3236470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

17095 Via Del Campo San Diego, California	92127
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s 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:

☐ 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, $0.01 par value	TDC	New York Stock Exchange

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2022, the Board of Directors (the “Board”) of Teradata Corporation (“Teradata”) expanded the size of the Board from nine directors to ten and elected Todd McElhatton as a director, effective as of June 1, 2022 (the “Effective Date”). Mr. McElhatton was elected as a Class III director, with a term expiring at the 2023 Annual Meeting of Stockholders, or until such time as his successor is duly elected and qualified or as otherwise provided in Teradata’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. As of the Effective Date, Mr. McElhatton was appointed to serve as a member of the Audit Committee of the Board and has been designated as an Audit Committee Financial Expert.

The Board has determined that Mr. McElhatton is independent under Teradata’s Corporate Governance Guidelines and the requirements of the New York Stock Exchange and Securities and Exchange Commission. There are no arrangements or understandings between Mr. McElhatton and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. McElhatton that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. McElhatton will participate in certain non-employee director compensation arrangements under the Teradata Director Compensation Program (the “Program”). Under the terms of the Program, Mr. McElhatton will receive a prorated annual retainer for the year ending on the date of the Company’s Annual Meeting of Stockholders in 2023 in the amount of $55,000 with an additional prorated retainer amount of $13,750 for serving as a member of the Audit Committee. Mr. McElhatton will also receive equity grants under the terms of the Program, including an initial restricted share unit equity grant with a value of $75,000 and a prorated annual restricted share unit equity award with a value of $229,167.

On June 1, 2022, Teradata issued a press release announcing Mr. McElhatton’s election to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

The following exhibits are attached with this Current Report on Form 8-K:

Exhibit     No.	Description
99.1	Press Release dated June 1, 2022, issued by the Company.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Teradata Corporation
By:	/s/ Margaret A. Treese
	Margaret A. Treese
	Chief Legal Officer and Secretary

Dated: June 1, 2022

EX-99.1

Exhibit 99.1

MEDIA CONTACT Jennifer Donahue 858-485-3029 office Jennifer.Donahue@Teradata.com

Teradata Elects Todd McElhatton to Board of Directors

Brings Proven Business Leadership of Cloud Transformation Activities and Financial Expertise

SAN DIEGO – June 1, 2022 – Teradata (NYSE: TDC) today announced the election of Todd McElhatton to its Board of Directors, effective June 1, 2022. With his election, Teradata expanded the size of the Board from 9 to 10 directors, nine of whom are independent.

McElhatton brings more than 25 years of corporate finance leadership experience, with specific emphasis on the shift from enterprise software to the cloud. He currently serves as Chief Financial Officer of Zuora, an NYSE-listed cloud-based subscription management software company, a position he has held since June 2020. He previously held various roles at SAP, including SVP and CFO of the Cloud Business Group, where he led the execution of the financial vision for its cloud business strategy across multiple lines of business globally, and SVP and CFO of SAP North America, where he provided oversight to SAP’s financial activities in the United States and Canada. Prior to that, McElhatton served as CFO of VMware’s Hybrid Cloud Business, Vice President of Oracle’s Cloud Services, and CFO of Hewlett Packard’s Managed Services Business.

“Todd’s expertise at the intersection of finance and cloud transformation directly aligns with Teradata’s strategic plan and will be a tremendous asset as we continue to execute our own transformation and drive sustainable profitable growth,” said Mike Gianoni, Chairman of the Board. “Our ongoing efforts to enhance the cloud expertise of our Board is a testament to our commitment to supporting Teradata’s growth objectives, and we are delighted to welcome Todd to the Board.”

McElhatton said, “Teradata has seen tremendous success in its cloud transformation with an exciting roadmap ahead. Strategic capital investment and discipline are core to Teradata’s execution, and I look forward to working with the Board to help build on Teradata’s progress and momentum.”

McElhatton was selected following a comprehensive search conducted by the Board and he has been elected as a Class III director. He will serve as a member of Teradata’s Audit Committee and has been designated as an Audit Committee Financial Expert. McElhatton holds a B.A. in Business Administration from Southern Methodist University and an M.B.A. from the University of Tennessee.

About Teradata

Teradata is the connected multi-cloud data platform for enterprise analytics company. Our enterprise analytics solve business challenges from start to scale. Only Teradata gives you the flexibility to handle the massive and mixed data workloads of the future, today. Learn how at Teradata.com.

# # #

The Teradata logo is a trademark, and Teradata is a registered trademark of Teradata Corporation and/or its affiliates in the U.S. and worldwide.

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Cover [Abstract]
Entity Registrant Name	TERADATA CORP /DE/
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Entity Central Index Key	0000816761
Document Type	8-K
Document Period End Date	Jun. 01, 2022
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Entity File Number	001-33458
Entity Tax Identification Number	75-3236470
Entity Address, Address Line One	17095 Via Del Campo
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92127
City Area Code	(866)
Local Phone Number	548-8348
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	TDC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false