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TTEC Holdings, Inc.

For the period ended May 21, 2026. Filed Apr 10, 2026.

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About this filing

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 21, 2026 · Filed Apr 10, 2026

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 TTEC Holdings, Inc. The meeting will be held on Thursday, May 21, 2026, at 10:00 a.m. Central 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 visitingwww.virtualshareholdermeeting.com/TTEC2026 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 50,000 TTEC employees, thank you for your continued confidence in TTEC and our business.

Very truly yours,

KENNETH D. TUCHMAN

Chairman and Chief Executive Officer

Principal Executive Office

Notice of 2026 Annual Meeting

Thursday, May 21, 2026

10:00 a.m. Central Daylight Time

Join the webcast atwww.virtualshareholdermeeting.com/TTEC2026.

ITEMS OF BUSINESS:

At the meeting, our stockholders will be asked to:

•Elect seven 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 2026;
•Approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement;
•Approve the redomestication of the Company from Delaware to Texas by conversion; 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 2025, an overview of our 2025 Impact & Sustainability initiatives, and our outlook for the remainder of 2026.

RECORD DATE:

Only stockholders of record at the close of business on March 31, 2026, will be entitled to receive notice of, and to vote at, the 2026 Annual Meeting. Our total shares outstanding on the Record Date are 48,611,167.

By Order of the Board of Directors

Margaret B. McLean

General Counsel and Chief Risk Officer

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 21, 2026: This Notice of Annual Meeting and Proxy Statement and the 2025 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 SUMMARY1
MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING1
OUR COMPANY2
2025 PERFORMANCE HIGHLIGHTS4
IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES5
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING10
PROPOSAL NO. 1: ELECTION OF DIRECTORS10
2026 BOARD NOMINEES10
Limits on Director Service on Other Public Company Boards11
Director Term, Availability, and Ability to Serve11
Nomination Process for Directors13
Required Vote13
Recommendation of the Board13
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE14
2025 Board of Directors Members / 2026 Board Nominees14
DIRECTOR EXPERIENCE18
OUR CORPORATE GOVERNANCE19
OUR BOARD OF DIRECTORS AND THE BOARD COMMITTEES21
Board Leadership Structure21
Board Risk Oversight22
Communications with The Board24
Board Committees24
Audit Committee24
Compensation Committee25
Nominating and Governance Committee26
Security and Technology Committee26
Executive Committee27
Ethics Code for Executive and Financial Officers27
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM28
Fees Paid to Accountants28
Audit Fees28
Audit-Related Fees28
Tax Fees28
All Other Fees28
Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services29
Required Vote29
Recommendation of the Board and the Audit Committee29
PROPOSAL NO. 3: APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION30
Required Vote30
Recommendation of the Board30
PROPOSAL NO. 4: Approval of the Redomestication of the Company from Delaware to Texas by Conversion31
Introduction31
Reasons for the Texas Redomestication31
Overview of Principal Differences and Similarities34
Principal Terms of the Texas Redomestication35
The Evaluation of the Proposal by the Board36
Recommendation of the Board37
Potential Risks and Disadvantages of the Texas Redomestication37
Comparison of Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws39
Comparison of Stockholder Rights under Delaware Law and Texas Law43
What Changes After Texas Redomestication?56
What Doesn’t Change After Texas Redomestication?56
Certain Federal Income Tax Consequences57
Additional Information57
Conclusion58
Vote Required58
TTEC EXECUTIVE OFFICERS59
EXECUTIVE AND DIRECTOR COMPENSATION61
Smaller Reporting Company Status61
Named Executive Officers61
Executive Compensation61
Summary Compensation Table62
Role of the Compensation Committee of the Board63
How We Use Compensation Consultants63
How We Use Peer Group, Survey, and Benchmark Data64
CONSIDERATION OF “SAY-ON-PAY” VOTE65
CONSIDERATION OF “FREQUENCY ON SAY-ON-PAY” VOTE66
CEO Compensation66
Non-Equity Incentive Plan Compensation – Annual Performance-Based Cash Incentive Plan66
2024 Performance Awards (Paid in 2025)66
2025 Performance Awards (Paid in 2026)67
Retention Bonuses67
Equity Compensation Plan Information67
2025 Equity-Based Awards68
2025 Long-Term Incentive Plan68
Pay Versus Performance (PvP) Table69
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs70
Relationship Between CAP and Performance71
Relationship between CAP and Net Income71
Outstanding Equity Awards at Fiscal Year-End72
Potential Payments Upon Termination or Change-in-Control74
Director Compensation Overview76
Indemnification Agreements77
STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT, AND CERTAIN BENEFICIAL OWNERS78
TTEC Hedging/Pledging Restrictions79
RELATED-PARTY TRANSACTIONS79
AUDIT COMMITTEE Report80
GAAP TO NON-GAAP RECONCILIATION OF CERTAIN FINANCIAL MEASURES82
ADDITIONAL INFORMATION84
Stockholder Submission of Nominations and Proposals84
Other Business84
ANNEX A85
ANNEX B138
ANNEX C142
ANNEX D150

PROXY STATEMENT

ANNUAL MEETING

ContentsView on SEC.gov

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