Teradata Corporation (TDC) Earnings Call Transcript & Summary

Good morning. I'm ec Corley, Teradata Corporate Communications, and I would like to welcome you to the Teradata Corporation 2021 Annual Meeting of Stockholders. The time is 8:00 a.m. Pacific, and I will now turn it over to Mike Gianoni, Teradata's Chairman of the Board, to begin the meeting.

Thank you, ec. Good morning. I'm Mike Gianoni, Chairman of Teradata, and it's my pleasure to welcome you to Teradata's 2021 Annual Meeting of Stockholders. This virtual meeting will be conducted in accordance with the agenda and rules for the meeting that are posted on the meeting web page. In accordance with the notice of meeting, I call this Annual Meeting of Stockholders to order. Joining us today are my fellow directors, including Steve McMillan, Teradata's President and Chief Executive Officer. Also joining us today is Molly Treese, the company's Chief Legal Officer and Corporate Secretary, who is acting as Secretary of the meeting, as well as other members of Teradata's management team. At this time, I would like to turn the meeting over to Molly as Secretary of this meeting and ask that she introduce the directors and others who are joining the meeting. She will also introduce the items of business that will be covered and walk through the voting mechanics for this meeting.

Thank you, Mike. Let the record reflect that all Teradata directors have joined the virtual meeting today, including Lisa Bacus, Tim Chou, Dan Fishback, Cary Fu, Kim Nelson, Joanne Olsen, John Schwarz, Steve McMillan and Mike Gianoni, Chairman of our Board. In addition, joining the meeting are representatives of PWC, our independent auditors; and a representative of Broadridge Financial Solutions, who will serve as the inspector of election for this meeting to receive proxies, to count the votes and to report the results of voting. The inspector has previously been duly sworn and has completed the examination of proxies. Please note that due to the quiet period currently in effect, today's meeting will not include a management presentation or a business or financial update. The Board set March 5, 2021 as the record date for this meeting. We have an affidavit certifying to the mailing of notice of the annual meeting to all Teradata stockholders of record as of that date. Mr. Chairman, based on a preliminary count of stockholder proxies by our inspector, a quorum is present and the business of the meeting may proceed. There are 5 items of business for this meeting. The following 5 matters on which stockholders of this meeting are voting include: one, the election of Lisa Bacus, Tim Chou and John Schwarz to serve as Class II directors for 3-year terms expiring in 2024 and the election of Steve McMillan to serve as a Class I director for a 2-year term expiring in 2023; two, an advisory nonbinding say-on-pay vote to approve Teradata's executive compensation program; three, approval of the amended Teradata 2012 stock incentive plan; four, approval of the amended Teradata Employee Stock Purchase Plan; and five, the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. You may vote by clicking on the vote here button at the bottom right-hand side of the meeting web page. It is now 08:03 am, and I hereby declare the polls open for voting at this meeting on all matters. I will now pause a moment to give stockholders the opportunity to vote now, if they choose to do so. [Voting]

It is now 08:05, and the polls are now closed. Our inspector of elections has tabulated the preliminary results, which are the following. The inspector of elections has informed me that for the proposal to elect Lisa Bacus, Tim Chou, John Schwartz as Class II directors and Steve McMillan as a Class I director, each has received at least a majority of the common stock represented at this meeting and entitled to vote. And therefore, each of Ms. Bacus, Mr. Chou, Mr. Schwartz is elected for another term expiring in 2024, and Mr. McMillan is elected for another term expiring in 2023. For the advisory nonbinding vote on executive compensation, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote. And therefore, the resolution for such business -- item of business as set forth in the company's 2021 proxy statement is hereby adopted. For the approval of the amended Teradata 2012 stock incentive plan, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote. And therefore, the amended plan is approved. For the approval of the amended Teradata employee stock purchase plan, it was approved by at least a majority of the common stock represented at this meeting and entitled to vote. And therefore, the amended plan is approved. For the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2021, it received at least a majority of the common stock represented at this meeting and entitled to vote, and the appointment is therefore ratified. Within 4 business days, the company will report the final voting results, either on a Form 8-K or in its quarterly report on Form 10-Q for the first quarter of 2021 to be filed with the U.S. Securities and Exchange Commission. Mr. Chairman, this concludes the formal business of our meeting.

Thank you, Molly. I will now entertain a motion for adjournment.

So moved.

It's been duly moved that the meeting will be adjourned. Those in favor, please say aye. [Voting]

Aye.

Thank you. Any opposed? [Voting]

The motion is carried. The meeting is adjourned. As a reminder, on Thursday, May 6, 2021, the company will release its final first quarter fiscal 2021 financial results after the market close, and we'll host a conference call and live webcast at 2:00 p.m. Pacific Time to discuss the same and provide a business and financial update. Access to the conference call will be available on Teradata's website at investor.teradata.com. We encourage you to join us for Thursday's call. Thank you for joining us today, and thank you for your continued support of Teradata.