Item 5.07Item 5.07 - Submission of Matters to Vote
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:
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
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
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
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 8.01Item 8.01 - Other Events
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.