TTEC Holdings Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Other Events, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders.
Reference is made to the disclosure set forth in Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Reference is made to the disclosure set forth in Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, TTEC Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”). At the Annual Stockholders Meeting, stockholders voted on the following proposals:
| 1. | To elect seven directors to serve until the next annual meeting of stockholders or until their successors are duly appointed or elected and qualified. Each director was elected with the votes cast as follows: |
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Kenneth D. Tuchman | 36,953,095 | 313,246 | 5,567,196 | |||||||||
| Steven J. Anenen | 35,408,875 | 1,857,466 | 5,567,196 | |||||||||
| Tracy L. Bahl | 36,890,430 | 375,911 | 5,567,196 | |||||||||
| Gregory A. Conley | 35,979,990 | 1,286,351 | 5,567,196 | |||||||||
| Robert N. Frerichs | 33,501,450 | 3,764,891 | 5,567,196 | |||||||||
| Marc L. Holtzman | 35,225,147 | 2,041,194 | 5,567,196 | |||||||||
| Gina L. Loften | 37,077,969 | 188,372 | 5,567,196 | |||||||||
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 42,778,390 | 52,826 | 2,321 | 0 | |||||||||||
| 3. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the Company’s Proxy Statement. The proposal was approved with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 36,843,503 | 349,319 | 73,519 | 5,567,196 | |||||||||||
| 4. | To approve the re-domestication of the Company from Delaware to Texas by conversion. The proposal was approved with the votes cast as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 31,934,654 | 5,328,454 | 3,233 | 5,567,196 | |||||||||||
Item 8.01 Other Events.
On May 22, 2026, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) a certificate of conversion and certificate of formation with the Secretary of State of the State of Texas, pursuant to which the re-domestication of the Company from the State of Delaware to the State of Texas (“Re-domestication”) pursuant to a plan of conversion the “Plan of Conversion” became effective on May 22, 2026 (the “Effective Time”).
At the Effective Time: (i) the Company’s state of incorporation changed from the State of Delaware to the State of Texas; and (ii) the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (“Texas Charter”) and the bylaws approved by the Company’s board of directors (“Texas Bylaws”). The Re-domestication did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Re-domestication). The Re-domestication did not materially affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Re-domestication.
At the Effective Time, each outstanding share of Common Stock, par value $0.01 per share, of the Delaware corporation (“Delaware Corporation Common Stock”) automatically converted into one outstanding share of common stock, par value $0.01 per share, of the Texas corporation (“Texas Corporation Common Stock”). Stockholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit or other right to acquire shares of Delaware Corporation Common Stock automatically became a restricted stock unit or other right to acquire an equal number of shares of Texas Corporation Common Stock, under the same terms and conditions. The Texas Corporation Common Stock continues to be traded on The Nasdaq Stock Market under the symbol “TTEC.”
Certain rights of the Company’s stockholders were changed as a result of the Re-domestication. A more detailed description of the Plan of Conversion, Texas Charter, Texas Bylaws, and the effects of the Re-domestication is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Stockholders Meeting filed with the Securities and Exchange Commission on April 10, 2026 under “Proposal No. 4 Approval of the Redomestication of the Company from Delaware to Texas by Conversion,” which description is incorporated herein by reference. Copies of the Plan of Conversion, Texas Charter and Texas Bylaws are filed as Exhibits 2.2, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 2.2 | Plan of Conversion of TTEC Holdings, Inc., dated as of May 22, 2026 |
| 3.1 | Certificate of Formation of TTEC Holdings, Inc., a Texas corporation, dated May 22, 2026 |
| 3.2 | Bylaws of TTEC Holdings, Inc., a Texas corporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TTEC Holdings, Inc. | ||
| (Registrant) | ||
| Date: May 27, 2026 | By: | /s/ Margaret B. McLean |
Margaret B. McLean Chief Legal & Risk Officer |