Teradata Corporation
03/02/2026 | Press release | Distributed by Public on 03/02/2026 05:25
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As Teradata Corporation ("Teradata" or the "Company") announced on February 11, 2026, it had entered intoa Cooperation Agreement (the "Cooperation Agreement") with Lynrock Lake Partners LLC, Lynrock Lake LP, Lynrock Lake Master Fund LP and Cynthia Paul (collectively, the "Stockholder Parties") and that it expected to elect Melissa Fisher (the "New Director") to the Board as a Class I director with an initial term expiring at the Company's 2026 annual meeting of stockholders (the "2026 Annual Meeting") by no later than March 1, 2026, with such appointment conditioned upon the successful completion of her independence and eligibility review and onboarding process, as provided in the Cooperation Agreement.
On February 27, 2026, the Board of Directors (the "Board") of Teradata approved the following, effective March 1, 2026 (the "Effective Date"):
•the size of the Board will expand from nine to ten directors and Class I of the Board will expand from three to four directors,
•Ms. Fisher is elected as a Class I director with a term expiring at the 2026 Annual Meeting, and
•Ms. Fisher is appointed to serve as a member of both the Audit Committee and the Nominating and Governance Committee of the Board and has been designated as an Audit Committee Financial Expert.
The Board has determined that Ms. Fisher is independent under Teradata's Corporate Governance Guidelines and the requirements of the New York Stock Exchange and Securities and Exchange Commission. Other than the Cooperation Agreement, there are no arrangements or understandings between Ms. Fisher and any other person pursuant to which she was selected as a director. There are no transactions involving Ms. Fisher that would be required to be reported under Item 404(a) of Regulation S-K.
Ms. Fisher will participate in the non-employee director compensation arrangements under the Teradata Director Compensation Program (the "Program"), as described in Teradata's proxy statement for its 2025 annual meeting of stockholders, which was filed on March 27, 2025.
In connection with the Cooperation Agreement, Daniel Fishback, a Class I member of the Board will retire from the Board at the end of his current term, which expires at the 2026 Annual Meeting (the "Retirement"). As such, he will not stand for re-election at the 2026 Annual Meeting. Mr. Fishback's Retirement is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Fishback has served as a director of the Company since 2017 and will continue to serve as a member of the Board and Compensation and People Committee until his Retirement.
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