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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

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.

(d)    Exhibits

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

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.

Dated: June 1, 2022

EX-99.1

Exhibit 99.1

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.

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