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 x Filed by a Party other than the Registrant ¨
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¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
¨ | Definitive Proxy Statement | |
x | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to Section 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):
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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(2) | Aggregate number of securities to which transaction applies:
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) | Proposed maximum aggregate value of transaction:
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(5) | Total fee paid:
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¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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. | |||
(1) | Amount Previously Paid:
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(2) | Form, Schedule or Registration Statement No.:
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(4) | Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 26, 2016.
TERADATA CORPORATION
TERADATA CORPORATION 10000 INNOVATION DRIVE DAYTON, OH 45342 |
Meeting Information | |||||||
Meeting Type: |
Annual Meeting | |||||||
For holders as of: |
February 26, 2016 | |||||||
Date: April 26, 2016 Time: 8:00 AM | ||||||||
Location: The Terry Executive Education Center | ||||||||
3475 Lenox Road NE | ||||||||
Atlanta, Georgia 30326 | ||||||||
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.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote How to Access the Proxy Materials
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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 (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-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) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2016 to facilitate timely delivery.
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How To Vote Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder 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 (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: |
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Vote on Directors |
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1. |
Election of Directors |
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Class III Nominees: |
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1a. Cary T. Fu |
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1b. Michael P. Gianoni |
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1c. Victor L. Lund |
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Vote on Proposals |
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2. |
Consider and vote upon the approval of the amended and restated Teradata 2012 Stock Incentive Plan. |
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3. |
An advisory (non-binding) vote to approve executive compensation. |
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4. |
Approval of the ratification of the appointment of independent registered public accounting firm for 2016. | |||||||||
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Source: Telephone proxy voting script (1-800-690-6903)
Dates: March 17, 2016 April 25, 2016
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.
Lets 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 six 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 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 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 17, 2016 April 25, 2016
Enter your
Control Number to:
| Submit your proxy voting instructions |
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| Sign up for e-Delivery |
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[Submit]
TERADATA CORPORATION | 2016 Annual Meeting | |
TUESDAY, APRIL 26, 2016 |
Proxy Voting Instructions | Active - Not Voted | |||||
Make your selection below. | Vote by | |||||
Apr. 25, 2016 11:59 p.m. EDT | ||||||
Control # [ ] |
Proposal(s) |
Important | |||||
1A. | ELECTION OF DIRECTOR: CARY T. FU (CLASS III NOMINEE)
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BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN]
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Materials ? [Grant of Proxy Authority] [Order a hard copy] [Proxy Statement] [Annual Report]
Go Paperless [SIGN UP FOR E-DELIVERY]
Investor Education Learn more about the process at [SEC: Spotlight on Proxy Matters] | |||
1B. | ELECTION OF DIRECTOR: MICHAEL P. GIANONI (CLASS III NOMINEE)
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BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN]
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1C. | ELECTION OF DIRECTOR: VICTOR L. LUND (CLASS III NOMINEE)
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BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | ||||
2. | CONSIDER AND VOTE UPON THE APPROVAL OF THE AMENDED AND RESTATED TERADATA 2012 STOCK INCENTIVE PLAN.
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BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | ||||
3. | AN ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.
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BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] | ||||
4. | APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. | BOARD RECOMMENDATION: FOR [FOR] [AGAINST] [ABSTAIN] |
For holders as of Friday, February 26, 2016 RESET SUBMIT
CUSIP: 88076W
By clicking submit I am hereby granting a proxy as defined in the materials.
TERADATA CORPORATION | Control #[ ] |
TERADATA CORPORATION Proxy/Voting Instruction Card
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR TERADATAS 2016 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Teradata Corporation, a Delaware corporation (Teradata or the Company), hereby appoints Michael Koehler, Stephen Scheppmann 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 Teradatas Annual Meeting of Stockholders to be held in Atlanta, Georgia, on April 26, 2016, 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 Companys 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 2016 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 2016 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.
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Please click here to print and view the voting instructions.
TERADATA CORPORATION | 2016 Annual Meeting TUESDAY, APRIL 26, 2016 | |||
Thank you. | Active - Voted | Important | ||
Your vote has been submitted | Materials ? | |||
Vote by | [Grant of Proxy Authority] | |||
Votes can be changed until voting deadline. | Apr. 25, 2016 11:59 p.m. EDT | [Order a hard copy] | ||
[Proxy Statement] | ||||
[REVIEW/CHANGE VOTES] [ENTER ANOTHER CONTROL NUMBER] [PRINT] | Control # [ ] | [Annual Report] | ||
Go | ||||
Paperless | ||||
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Enter or edit your email address to receive a confirmation when your vote is recorded:
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Investor Education Learn more about the process at [SEC: Spotlight on Proxy Matters] |