Item 2.02 Results of Operations and Financial Condition.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement ofWilliam S. Stavropoulos from Board OnFebruary 3, 2020 , Mr.William S. Stavropoulos , a member of the Board of Directors (the "Board") of Teradata, notified Teradata that he will retire from the Board, effective upon expiration of his current term at the 2020 Annual Meeting of Stockholders (the "Annual Meeting") and, accordingly, he will not be standing for reelection by the stockholders at the Annual Meeting.Mr. Stavropoulos' decision was not due to any disagreement with Teradata on any matter relating to Teradata's operations, policies or practices.Mr. Stavropoulos has served as a director of Teradata since 2007 and serves as a member of theCommittee on Directors and Governance of the Board. Effective uponMr. Stavropoulos' resignation as a director, the number of directors on the Board will be reduced from twelve to eleven and the number of directors in the class of directors to be elected at the Annual Meeting (Class I) will be reduced from four to three. Appointment ofMichael P. Gianoni as Chairman of the Board Effective as ofFebruary 6, 2020 ,Michael P. Gianoni was appointed non-executive Chairman of the Board to succeedVictor L. Lund , who has served as Executive Chairman sinceJanuary 2019 .Mr. Lund will continue as Interim President and Chief Executive Officer and a director of Teradata. With this appointment as an independent Chairman of the Board,Mr. Gianoni will no longer serve as independent Lead Director of the Board. The Board believes that this leadership structure, separating the positions of Chairman and Chief Executive Officer, best serves the interests of Teradata and its stockholders. Under the Teradata Director Compensation Program for the 2019-2020 Board year ending with the 2020 Annual Meeting,Mr. Gianoni is entitled to receive an additional annual retainer of$120,000 for serving as Chairman of the Board, and he will no longer receive an additional annual retainer of$30,000 for serving as Lead Director.
Item 7.01 Regulation FD Disclosure. The information set forth above under Item 2.02 "Results of Operations and Financial Condition" is furnished pursuant to this Item 7.01 and Exhibit 99.1 is hereby incorporated by reference into this Item 7.01.
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits: The following exhibits are attached with this current report on Form 8-K: Exhibit No. Description 99.1 Press Release, datedFebruary 6, 2020 , issued by the Company 104 Cover page interactive data file (embedded within the Inline XBRL document)
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