TTEC Holdings Inc

For the period ended May 22, 2024. Filed Apr 10, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 10, 2024

TTEC$1.38-6.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑	Filed by the Registrant

☐	Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Rule 14a-12

TTEC Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

☑	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Dear Stockholders:

It is my pleasure to invite you to join us at the Annual Meeting of Stockholders of TTEC Holdings, Inc. The meeting will be held on Wednesday, May 22, 2024, at 10:00 a.m., Mountain Daylight Time, and will be conducted virtually. You will be able to attend the Annual Meeting, vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/TTEC2024 and entering the 16-digit control number included in our notice of internet availability within the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. As permitted by the Securities and Exchange Commission (SEC), we are making our proxy materials available to our stockholders electronicallyvia the internet. In our business, we are focused on improving the engagement between our clients and their customers. Our aspirations with respect to our stockholders are no different. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual Stockholders Meeting, reduces costs significantly, and enhances our stockholders’ experience in accessing our information, understanding our business, and the way in which TTEC is governed and managed.

For additional information about the Annual Meeting, please see theImportant Information About the Proxy Materials and Voting Your Shares section of this Proxy Statement.

PLEASE VOTE

Your vote is important. Whether or not you plan to attend the Annual Meeting via the webcast, we encourage you to read these materials carefully and promptly vote your shares. There are several ways you can vote: via the internet, by telephone, by mailing the enclosed proxy or by attending our Annual Stockholders Meeting virtually. Please vote as soon as possible to ensure that your vote is recorded promptly. If you hold shares in a brokerage account, your broker will not be able to vote your shares on most matters unless you provide your voting instructions.

On behalf of the Board of Directors and over 60,000 TTEC employees, thank you for your continued confidence in TTEC and our business.

Very truly yours,

KENNETH D. TUCHMAN

Chairman and Chief Executive Officer

Denver Center for Experience and Innovation (DCXI)

Notice of 2024 Annual Meeting of Stockholders

Wednesday, May 22, 2024

10:00 a.m. Mountain Daylight Time

Join the webcast atwww.virtualshareholdermeeting.com/TTEC2024.

ITEMS OF BUSINESS:

At the meeting, our stockholders will be asked to:

●	Elect eight directors named in the Proxy Statement, for a term of one year;

●	Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024;

●	Approve an amendment to the TTEC 2020 Equity Incentive Plan; and

●	Transact such other business, including stockholder proposals, as may properly come before the meeting.

The meeting will also include a report on our financial results for fiscal year 2023, an overview of our 2023 Impact & Sustainability initiatives, and our outlook for the remainder of 2024.

RECORD DATE:

Only stockholders of record at the close of business on April 3, 2024, will be entitled to receive notice of, and to vote at, the 2024 Annual Stockholders Meeting. Our total shares outstanding on the Record Date are 47,448,910.

By Order of the Board of Directors

Margaret B. McLean

General Counsel and Chief Risk Officer

Greenwood Village, Colorado

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 22, 2024: This Notice of Annual Meeting and Proxy Statement and the 2023 Annual Report are available atttec.com**.**

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
VIA INTERNET Visit the website listed on your proxy card.	BY MAIL Sign, date and return your proxy card in the enclosed envelope.
BY TELEPHONE Call the telephone number on your proxy card.	AT THE VIRTUAL MEETING Attend the Annual Meeting virtually and vote using the URL provided above.
ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS. You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic delivery.

Table of Contents

PROXY STATEMENT EXECUTIVE SUMMARY	1
MATTERS TO BE VOTED ON AT THE 2024 ANNUAL MEETING	1
OUR COMPANY	2
2023 PERFORMANCE HIGHLIGHTS	3
CORPORATE GOVERNANCE HIGHLIGHTS	4
DIRECTOR EXPERIENCE	6
IMPACT AND SUSTAINABILITY (ESG): LIVING OUR VALUES	7
2024 BOARD NOMINEES	8
2023 EXECUTIVE COMPENSATION HIGHLIGHTS	9
GENERAL INFORMATION	10
IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES	10
CORPORATE GOVERNANCE	15
Board Leadership Structure	15
Board Risk Oversight	16
Communications with The Board	18
Board Committees	18
Audit Committee	19
Compensation Committee	20
Nominating and Governance Committee	20
Security and Technology Committee	21
Executive Committee	21
Ethics Code for Executive and Financial Officers	22
Director Compensation Overview	22
AUDIT COMMITTEE REPORT	24
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS	26
TTEC Insider Trading Policy – Hedging/Pledging Restrictions	27
RELATED-PARTY TRANSACTIONS	28
EXECUTIVES AND EXECUTIVE COMPENSATION	28
TTEC Executive Officers	28
COMPENSATION DISCUSSION AND ANALYSIS	30
2023 Performance Highlights	30
Named Executive Officers	30
2023 Executive Compensation Summary	31
CONSIDERATION OF “SAY-ON-PAY” VOTE	32
CONSIDERATION OF “FREQUENCY ON SAY-ON-PAY” VOTE	32
EXECUTIVE LEADERSHIP TEAM COMPENSATION APPROACH AND STRUCTURE	33
Our Approach to Executive Leadership Compensation	33
EXECUTIVE LEADERSHIP TEAM COMPENSATION STRUCTURE	34
OVERSIGHT OF OUR EXECUTIVE COMPENSATION PROGRAM	34
Role of the Compensation Committee of the Board	34
How We Use Compensation Consultants	35
How We Use Peer Group, Survey, and Benchmark Data	36
CEO COMPENSATION	36
2023 BASE SALARY COMPENSATION FOR NAMED EXECUTIVE OFFICERS	37
PERFORMANCE-BASED CASH INCENTIVE AWARDS	37
Performance-Based Cash Incentives Funding Criteria	37
Individual Performance Targets and Awards for Performance-Based Cash Incentives	38
2023 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2022 Performance	38
Cash Incentives Paid in 2023 For 2022 Performance	39
2024 Cash Award Funding and Pre-Bonus Adjusted Operating Income Results for 2023 Performance	39
Cash Incentives Paid in 2024 For 2023 Performance	40
2023 Equity Grants	40
2023 Retention Grants	41
2023 Promotional Grants	41
Long-Term Incentive Plans (LTIP)	41
2021 Long-Term Incentive Plan (LTIP)	42
2023 Long-Term Incentive Plan (LTIP)	43
2022 Value Creation Program	43

EMPLOYMENT AGREEMENTS	44
COMPENSATION RISK ASSESSMENT	47
TAX CONSIDERATIONS	47
ACCOUNTING CONSIDERATIONS	47
EXECUTIVE COMPENSATION TABLES	48
Summary Compensation Table for 2023	48
Non-qualified Deferred Compensation Table	49
All Other Compensation Table	49
Grants of Plan-Based Awards	50
Outstanding Equity Awards at Year-End	50
Stock Vested	52
Potential Payments Upon Termination or Change in Control	52
Termination and Change in Control Table	53
2023 CEO Pay Ratio	54
Pay Versus Performance	54
Equity Compensation Plan Information	58
Compensation Committee Interlocks and Insider Participation	58
COMPENSATION COMMITTEE REPORT	58
GAAP TO NON-GAAP RECONCILIATION OF PERFORMANCE METRICS	59
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING	60
PROPOSAL NO. 1: ELECTION OF DIRECTORS	60
Limits on Director Service on Other Public Company Boards	61
Director Term, Availability, and Ability to Serve	62
Nominations of Directors	62
2024 Director Nominees	63
Board Diversity Matrix	67
Required Vote	67
Recommendation of the Board	67
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	68
Fees Paid to Accountants	68
Audit Fees	68
Audit-Related Fees	68
Tax Fees	68
All Other Fees	68
Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services	69
Required Vote	69
Recommendation of the Board and the Audit Committee	69
PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO THE TTEC 2020 EQUITY INCENTIVE PLAN	70
Required Vote	76
Recommendation of the Board	76
ADDITIONAL INFORMATION	77
Stockholder Submission of Nominations and Proposals	77
Other Business	77
Appendix A – Amendment to the TTEC 2020 Equity Incentive Plan	A-1
Appendix B – Conformed Copy of TTEC 2020 Equity Incentive Plan	B-1

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.