Teradata (TDC) Proxy Filing summary

Executive summary

• Announced a board refreshment program, including the expected appointment of Melissa Fisher as a Class I director by March 1, 2026, and a search for an additional independent director after the 2026 Annual Meeting.

• Entered into a cooperation agreement with Lynrock Lake, which includes support for the board's full slate at the 2026 Annual Meeting and customary standstill and non-disparagement provisions.

• Forward-looking statements highlight ongoing business transformation, competitive industry risks, and strategic initiatives for long-term growth.

Voting matters and shareholder proposals

• Lynrock Lake has agreed to support the board's full slate of directors at the 2026 Annual Meeting as part of the cooperation agreement.

• The company will file the cooperation agreement as an exhibit to a Form 8-K.

Board of directors and corporate governance

• Melissa Fisher, a seasoned finance and technology executive, is expected to join as a Class I director and be nominated for election at the 2026 Annual Meeting, with a term expiring at the 2029 Annual Meeting.

• A search is underway for an additional independent director, with input from Lynrock Lake.

• One Class I director will retire at the 2026 Annual Meeting, and one Class II director will retire at the 2027 Annual Meeting as part of a phased refreshment plan.

• Board refreshment is positioned as key to long-term growth and value creation.