UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐ | | Preliminary Proxy Statement |
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☐ | | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
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☐ | | Definitive Proxy Statement |
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☒ | | Definitive Additional Materials |
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☐ | | Soliciting Material Pursuant toSection 240.14a-12 |
Teradata Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☒ | | No fee required. |
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| ☐ | | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. |
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| | (1) | | Title of each class of securities to which transaction applies: |
| | (2) | | Aggregate number of securities to which transaction applies: |
| | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | | Proposed maximum aggregate value of transaction: |
| | (5) | | Total fee paid: |
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| ☐ | | Fee paid previously with preliminary materials. |
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| ☐ | | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | (1) | | Amount Previously Paid: |
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| | (4) | | Date Filed: |
Source: Telephone proxy voting script(1-800-690-6903)
Dates: March 18, 2019 – April 29, 2019
Thank you for calling the automated proxy voting service. You must be calling from a touch-tone telephone in order to use this system and already have read the proxy statement and made your voting decisions. Press one if you are calling from a touch-tone phone and have your proxy form in front of you.
Let’s begin. Please enter the control number, which is labeled as such, or located in the box indicated by the arrow on your vote instruction form, followed by the pound sign.
[enter control number]
Press one to vote each item individually. You are encouraged to specify your choices by voting each item individually. However, if you do not vote each item individually, your vote will be cast as recommended by the board of directors. Press two if you will not vote on each item individually.
[if press one]
Proposal voting. There are seven to vote on.
We are ready to accept your vote for proposal 1A. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 1B. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 1C. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 1D. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 2. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 3. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
We are ready to accept your vote for proposal 4. If you are voting for this proposal, press one. If you are voting against this proposal, press two. If you wish to abstain, press three.
You have completed proposal voting.
One moment while I log your ballot. A vote has been recorded for control number [ ]. Let me confirm.
You have voted [For/Against/Abstain] Proposal 1A.
You have voted [For/Against/Abstain] Proposal 1B.
You have voted [For/Against/Abstain] Proposal 1C.
You have voted [For/Against/Abstain] Proposal 1D.
You have voted [For/Against/Abstain] Proposal 2.
You have voted [For/Against/Abstain] Proposal 3.
You have voted [For/Against/Abstain] Proposal 4.
If these elections are correct, press one. To vote again, press two. To hear your vote again, press three.
If this concludes your business, press one. If you would like to vote for another proxy election, press two.
All of your votes have been recorded by the telephone proxy voting service. Do not mail in your proxy card. Keep it as a record of your vote. Thank you for calling; this concludes your transaction. Goodbye.
[if press two]
One moment while I log your ballot. A vote has been recorded for control number [ ]. Let me confirm. You have elected to vote as the board recommends. If these elections are correct, press one. To vote again, press two. To hear your vote again, press three.
If this concludes your business, press one. If you would like to vote for another proxy election, press two.
All of your votes have been recorded by the telephone proxy voting service. Do not mail in your proxy card. Keep it as a record of your vote. Thank you for calling. This concludes your transaction. Goodbye.
Source: Internet Voting Website and Notice and Access Website (www.proxyvote.com)
Dates: March 18, 2019 – April 29, 2019
Enter your
Control Number to:
| | • | | Submit Proxy Voting Instructions |
[ ]
[Submit]
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| TERADATA CORPORATION | | | | 2019 Annual Meeting |
| | TUESDAY, APRIL 30, 2019 |
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Proxy Voting Instructions | | Active - Not Voted |
Make your selection below. | | Vote by |
Votes can be changed until voting deadline. | | Apr. 29, 2019 11:59 p.m. EDT |
| The voting instructions indicated below represent the mostup-to-date vote information on file. | | Control # [ ] |
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Proposal(s) | | Important |
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| 1A. | | Election of Director: Cary T. Fu | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | Materials [?] [Grant of Proxy Authority] [Order a hard copy] [Proxy Statement] [Annual Report] |
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| 1B. | | Election of Director: Michael P. Gianoni | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | Go Paperless [SIGN UP FORE-DELIVERY] |
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| 1C. | | Election of Director: Victor L. Lund | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | Investor Education Learn more about the process at [SEC: Spotlight on Proxy Matters] |
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| 1D. | | Election of Director: Joanne B. Olsen | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | |
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| 2. | | An advisory(non-binding) vote to approve executive compensation. | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | |
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| 3. | | Approval of the amended and restated Teradata 2012 Stock Incentive Plan. | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | |
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| 4. | | Approval of the ratification of the appointment of independent registered public accounting firm for 2019. | | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | | |
For holders as of Friday, March 1, 2019 RESETSUBMIT
CUSIP: 88076W
By clicking “submit” I am hereby granting a proxy as defined in thematerials.
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| TERADATA CORPORATION | | Control #[ ] |
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TERADATA CORPORATION Proxy/Voting Instruction Card THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR TERADATA’S 2019 ANNUAL MEETING OF STOCKHOLDERS The undersigned stockholder of Teradata Corporation, a Delaware corporation (“Teradata” or the “Company”), hereby appoints Oliver Ratzesberger, Mark Culhane and Laura Nyquist, and each of them, proxies, with full power of substitution, to vote all shares of common stock of Teradata that the undersigned is entitled to vote at Teradata’s Annual Meeting of Stockholders to be held in Rancho Santa Fe, California on April 30, 2019, and at any postponement or adjournment thereof, in the manner indicated on the reverse side and in such proxyholders’ sole discretion, upon any matter that may properly come before the meeting, or any postponement or adjournment thereof, including to vote for the election of a substitute nominee for director as such proxyholders may select in the event any nominee named on this proxy card is unable to serve. This proxy card also provides voting instructions to the trustee of the Teradata Corporation Savings Plan, the Company’s 401(k) plan (the “Teradata Savings Plan”) and to the trustees and administrators of other plans, with regard to shares of Teradata common stock the undersigned may hold under such plans for which the undersigned is entitled to vote at said meeting to the extent permitted by such plans and their trustees and administrators. By executing this proxy card, the undersigned acknowledges receipt from the Company of the notice of the 2019 Annual Meeting of Stockholders and accompanying proxy statement and hereby revokes any previously granted proxy that relates to the aforementioned annual meeting. The proxyholders or the trustees and administrators of the plans, as the case may be, will vote the shares in accordance with the directions on this proxy card. If you do not indicate your choices on this proxy card, the proxyholders will vote the shares in accordance with the directors’ recommendations. If you are a Teradata Savings Plan participant entitled to vote at the 2019 Annual Meeting of Stockholders and do not indicate your choices on this proxy card, those shares will be voted by the trustee of such plan. |
Pleaseclick here to print and view the voting instructions.
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TERADATA CORPORATION | | | 2019 Annual Meeting | |
| | | TUESDAY, APRIL 30, 2019 | |
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Thank you. Your vote has been submitted Votes can be changed until voting deadline. [REVIEW/CHANGE VOTES/PRINT] [ENTER ANOTHER CONTROL NUMBER] | | Active - Voted Vote by Apr. 29, 2019 11:59 p.m. EDT Control # [ ] | | Important Materials [?] [Grant of Proxy Authority] [Order a hard copy] [Proxy Statement] [Annual Report] |
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| | | | Go Paperless [SIGN UP FORE-DELIVERY] |
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Enter or edit your email address to receive a confirmation when your vote is recorded: [ ] [NOTIFY ME] | | Investor Education Learn more about the process at [SEC: Spotlight on Proxy Matters] |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 30, 2019.
TERADATA CORPORATION
teradata.
TERADATA CORPORATION 17095 VIA DEL CAMPO SAN DIEGO, CA 92127
DO NOT OVERLAP
E60468-P16797-Z73792
1-BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXX402-FINANCIAL SOLUTIONSXXXXXXXXXXXXXXXXXX403-ATTENTION:XXXXXXXXXXXXXXXXXXXXXXXXXX404-TEST PRINT
5-51 MERCEDES WAY6-EDGEWOOD,7-NY
8-11717
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Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 1, 2019
Date: April 30, 2019 Time: 8:00 A.M. Local Time Location: Rancho Valencia 5921 Valencia Circle Rancho Santa Fe, California 92067
BARCODE
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
P99999-010 12 15
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V.1.1 - CONS
RICS - REG/BN
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER orE-MAIL Copy:
If you want to receive a paper ore-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE:1-800-579-1639 3) BYE-MAIL*: sendmaterial@proxyvote.com
* If requesting materials bye-mail, please send a blanke-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to thise-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 16, 2019 to facilitate timely delivery.
DO NOT OVERLAP
How To Vote
Please Choose One of the Following Voting Methods
E60469-P16797-Z73792
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Voting Items
The Board of Directors recommends that you vote FOR the Director Nominees listed below and FOR each of the other proposals listed below:
1. Election of Directors
Class III Nominees:
1a. Cary T. Fu
1b. Michael P. Gianoni
1c. Victor L. Lund
1d. Joanne B. Olsen
2. An advisory(non-binding) vote to approve executive compensation.
3. Approval of the amended and restated Teradata 2012 Stock Incentive Plan.
4. Approval of the ratification of the appointment of independent registered public accounting firm for 2019.
E60470-P16797-Z73792 DO NOT OVERLAP
BAR CODE
0000 0000 0000 0000
BROADRIDGEXXXXXXXXXXXXXXXXXXXXXXXXXXX-40 FINANCIAL SOLUTIONS
ATTENTION: TEST PRINT
51 MERCEDES WAY
EDGEWOOD, NY 11717
XXXXXXXXXXXXX
XXXXXXXXXXX
Cusip
P99999-020
12
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02 0000000000 999999999999
NAME
THE COMPANY NAME INC. - COMMON
THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345
THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345
THE COMPANY NAME INC. - 401 K 123,456,789,012.12345
E60471-P16797-Z73792
DO NOT OVERLAP
XXXXXXXXXXXXX
XXXXXXXXXXX
Cusip
P99999-020
12
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