TTEC HOLDINGS INC (TTEC)
Sector: Industrials
2026 Annual Meeting Analysis
TTEC HOLDINGS INC · Meeting: May 21, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Tuchman has been a director since 1994, giving him full overlap with the severe multi-year underperformance: TTEC's stock lost 93.6% over three years while the company's own peer group lost only 50.9% on average, a gap of 42.7 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the five-year picture is equally poor, with TTEC trailing peers by 22.5 percentage points over five years, so the 5-year mitigant does not apply.
Mr. Anenen has served since 2016, giving him full overlap with the three-year underperformance period; TTEC's stock fell 93.6% versus the peer group's median decline of 50.9%, a gap of 42.7 percentage points well above the 20-point policy trigger, and the five-year picture similarly fails the mitigant test.
Mr. Bahl has served since 2013 and fully overlaps the underperformance period; TTEC's three-year stock loss of 93.6% compared to a peer median loss of 50.9% produces a 42.7 percentage point gap that triggers the policy's No vote threshold, and the five-year record does not provide relief.
Mr. Conley has served since 2012 with complete overlap over the underperformance period; TTEC's three-year stock decline of 93.6% versus a peer median decline of 50.9% exceeds the 20-point trigger by more than double, and the five-year comparison offers no mitigant.
Mr. Frerichs has served since 2012 and fully overlaps the severe underperformance period; the 42.7 percentage point three-year gap versus peers far exceeds the 20-point policy trigger, and five-year performance similarly trails peers by 22.5 percentage points, so no mitigant applies.
Mr. Holtzman has served since 2014 and fully overlaps the underperformance period; TTEC's three-year stock loss of 93.6% against a peer median loss of 50.9% produces a 42.7 percentage point gap that fires the policy trigger, and the five-year record does not provide a mitigant.
Ms. Loften joined in 2021, giving her more than 24 months of tenure and meaningful overlap with the ongoing underperformance; TTEC's three-year stock loss of 93.6% versus a peer median loss of 50.9% exceeds the 20-point trigger threshold, and while her tenure is shorter than most other directors, the policy requires the trigger to apply once a director has served more than 24 months.
For Analysis
All seven director nominees trigger a policy Against vote due to severe stock underperformance: TTEC's shares lost 93.6% over three years while the company's own disclosed peer group fell only 50.9% on average, a gap of 42.7 percentage points that far exceeds the 20-point threshold applicable when a company's absolute return is deeply negative. The five-year picture is equally damaging — TTEC trails peers by 22.5 percentage points over five years — so the policy's 5-year mitigant that would soften a transient underperformance does not apply. Every nominee has served long enough (over 24 months) to fall within the TSR trigger. Practical note for shareholders: because founder Kenneth Tuchman controls 57.3% of the vote, withhold votes from individual directors are unlikely to change the outcome of the election, but they serve as a clear signal of shareholder dissatisfaction with the board's stewardship during a period of extraordinary value destruction.
Say on Pay
✓ FORCEO
Kenneth D. Tuchman
Total Comp
$71,217
Prior Support
99%%
The CEO voluntarily takes a salary of $1 and receives no bonuses or equity awards, making his total reported compensation of $71,217 essentially just perquisites and benefits — an extraordinarily low pay level that is well within any reasonable benchmark for a CEO role and reflects genuine alignment with shareholders. The two other named executive officers (CFO and President of TTEC Engage) received total compensation of approximately $1.43 million and $1.20 million respectively, which is reasonable for their roles at a company of TTEC's current size; their pay packages include meaningful variable components (performance bonuses and retention awards) even if the annual equity grant cycle was skipped in 2025. While TTEC's stock performance has been extremely poor, the CEO's near-zero pay structure means the program is not rewarding executives richly despite shareholder losses, so the pay-for-performance alignment check does not fire a negative flag here.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
18 yrs
Audit Fees
$4,273,000
Non-Audit Fees
$9,000
PwC has served as TTEC's auditor since May 2007 (approximately 18 years), which is below the 25-year tenure threshold that would trigger a No vote; non-audit fees of $9,000 represent less than 1% of audit fees of $4,273,000, well within the 50% limit; and PwC is a Big 4 firm appropriate for a company of TTEC's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of the Redomestication of the Company from Delaware to Texas by Conversion
This proposal asks shareholders to approve moving TTEC's legal home from Delaware to Texas, which the company frames as a cost-saving and governance modernization measure, but in practice it reduces several important shareholder rights that are especially critical for minority investors in a founder-controlled company. The most significant concerns are: (1) the new Texas charter requires shareholders to own at least 3% of the company's shares before they can bring a lawsuit on the company's behalf — at TTEC's current market cap of roughly $112 million, 3% represents over $3 million in stock, effectively shutting out ordinary investors from holding the board accountable through derivative litigation; (2) shareholders will be forced to waive their right to a jury trial in internal corporate disputes; (3) Texas's books-and-records inspection rights require owning 5% of shares or holding for at least six months, versus Delaware where any shareholder can inspect records — again, this disproportionately harms small investors; and (4) Texas law expressly allows directors to prioritize non-shareholder interests without the accountability guardrails Delaware imposes, which is particularly concerning when a single founder controls a majority of votes. The policy framework for charter amendments asks whether the proposed change improves or entrenches governance: here, the package of reduced litigation rights, jury trial waivers, and weakened inspection rights is a net step backward for minority shareholders in a controlled company, even after crediting the genuine benefit of adding a 25% threshold for shareholders to call special meetings (an improvement over the current Delaware structure where only the board can call special meetings).
Overall Assessment
The 2026 TTEC annual meeting features four proposals: all seven director nominees receive Against votes under the TSR trigger because TTEC's stock has lost 93.6% over three years versus a peer median decline of only 50.9%, a 42.7 percentage point gap that far exceeds the policy threshold — and the five-year record offers no relief; the auditor ratification receives a For vote as PwC's tenure and fee structure are within policy limits; Say on Pay receives a For vote because the CEO voluntarily takes near-zero compensation and the other executives' pay is reasonable relative to the company's current size; and the Delaware-to-Texas redomestication receives an Against vote because the new Texas charter materially reduces minority shareholder rights — including a 3% ownership bar on derivative lawsuits and a jury trial waiver — in a company already dominated by a 57.3% controlling founder.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing