Not independent
Tenure on this board
32.4 yrs
7 nominees · 4 ballot items.
Elect seven directors; ratify PwC as auditor; advisory vote to approve executive compensation; approve redomestication from Delaware to Texas by conversion.
Elect seven nominees to the Board of Directors for a one-year term.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures (the “Say-on-Pay”). Management frames its pay philosophy as pay-for-performance with substantial at-risk compensation tied to short- and long-term financial metrics and retention awards; the Compensation Committee uses market benchmarking and consultant advice. The Board recommends a vote FOR, citing prior strong shareholder support (99% in 2023) and limited changes to compensation design in 2025 despite leadership recruiting and retention grants. The advisory vote does not bind the Board but the Board and Compensation Committee will consider the results when setting future compensation. Key context includes recent recruitment of senior executives, one-time retention and sign-on awards, suspended annual equity grants in 2025 due to potential transaction activity, and the introduction of a cash-based long-term Management Incentive Program (MIP) tied to revenue and adjusted EBITDA; the company also discloses clawback and insider trading policies. For investors evaluating the proposal, material considerations include the substantial controlling ownership by the CEO, the heavy use of cash retention awards in 2025, the suspension of annual equity grants, and the Compensation Committee’s discretion over funding and adjustments which could influence pay-for-performance alignment under stressed financial results in 2025.
Approve conversion of the Company’s state of incorporation from Delaware to Texas, including adoption of Texas Certificate of Formation and Bylaws and plan of conversion.
The redomestication proposal requests shareholder approval to convert TTEC from a Delaware corporation to a Texas corporation via a plan of conversion and related governing documents. Management and the Board (following review by an independent Nominating and Governance Committee) argue the move aligns corporate legal domicile with the Company’s principal place of business (Austin), reduces Delaware franchise tax burden ($~250k annually), and leverages 2025 amendments to the Texas Business Organizations Code (TBOC) that codify the business judgment rule, allow limitations on derivative suits, permit exclusive forum and jury-waiver provisions, and generally reduce perceived opportunistic litigation risk. The Board notes Texas’ new Business Court and other statutory predictability benefits and believes the Texas Certificate of Formation and Bylaws have been drafted to preserve comparable stockholder economic and voting rights, while also providing enhancements (e.g., 25% threshold to call special meetings, retention of one vote per share). Key changes include a 3% derivative standing threshold (adopted in the Texas Certificate of Formation), an exclusive forum provision favoring the Texas Business Court, waiver of jury trials for internal entity claims, elimination of Delaware franchise tax, and limitations on books-and-records inspections compared with Delaware (5% ownership or six months holding requirement). Management acknowledges potential risks: litigation challenges under Delaware law, loss of Delaware case-law precedent, possible criticism from governance advisors, and transaction costs. The Board recommends a FOR vote, concluding that the net effect favors stockholders because of decreased litigation exposure, lower taxes, and alignment with the Company’s operational nexus to Texas.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FEDERATED HERMES, INC. | 4.80% | 2,335,423 | $6M |
| 2 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.14% | 1,528,243 | $4M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.12% | 1,032,238 | $3M |
| 4 | TWO SIGMA INVESTMENTS, LP | 1.78% | 868,329 | $2M |
| 5 | BlackRock, Inc. | 1.56% | 757,647 | $2M |
| 6 | BlackRock, Inc. | 1.30% | 630,444 | $2M |
| 7 | Johnson Financial Group, LLC | 1.29% | 625,764 | $2M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.21% | 586,758 | $1M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.96% | 465,154 | $1M |
| 10 | STATE STREET CORP | 0.84% | 408,658 | $1M |
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