🧾 What This Document Is

This is TTEC's official "Proxy Statement." You can think of it as an invitation and a voter's guide for the company's annual shareholder meeting. It explains what issues shareholders will vote on and provides all the information needed to make informed decisions.

👉 Why it matters: If you own TTEC stock, this document tells you what's on the ballot and how your vote can influence the company's direction.

🏢 What The Company Does

In simple terms, TTEC is a massive customer service and technology company. They help big brands (like in banking, healthcare, and retail) manage their customer interactions.

• Two Main Businesses: They have TTEC Digital, which builds and installs the technology for customer service centers (like cloud software and AI), and TTEC Engage, which actually runs the customer service operations with agents around the world.
• Scale: As of the end of 2025, they had about 51,000 employees serving over 720 clients from 22 countries. Their revenue for 2025 was $2.14 billion.

📅 The Annual Meeting & Key Proposals

Shareholders will meet virtually on Thursday, May 21, 2026, at 10:00 a.m. Central Time. You can attend and vote online at www.virtualshareholdermeeting.com/TTEC2026.

There are four main items to vote on:

1. Election of Directors: Voting for the seven people who will run the company.
2. Ratify the Auditor: Approving the accounting firm (PricewaterhouseCoopers LLP) for 2026.
3. Executive Compensation ("Say-on-Pay"): A non-binding vote on the pay packages for top executives.
4. Redomestication: Approving the company's move from being incorporated in Delaware to Texas.

👉 The Board recommends voting "FOR" all four proposals. Crucially, the company's founder and CEO, Kenneth D. Tuchman, who owns 57.3% of the voting shares, has stated he will vote "FOR" all proposals. This makes their approval highly likely.

🚀 The Big Move: Redomestication to Texas

This is the most unique proposal. TTEC wants to change its legal home (where it's incorporated) from Delaware to Texas.

• Why? The company moved its main business office to Austin, TX, in February 2025. They say this move aligns their legal home with their business headquarters, gives them access to a "business-friendly environment," and positions them for future success.
• What Changes? The company will follow Texas corporate law instead of Delaware law. They will have a "Certificate of Formation" (like a charter) and new bylaws.
• What Doesn't Change? Your stock ownership, the company's business operations, its stock ticker (TTEC), and where it's listed on the stock exchange (Nasdaq) all remain the same.

👉 Why it matters: This is a major corporate governance shift. Delaware is the traditional home for most large U.S. companies due to its well-established corporate laws. Moving to Texas is a strategic statement and will change the legal framework under which the company operates.

👥 Board of Directors & Governance

The company is nominating seven directors for one-year terms. The board is led by the founder, Kenneth Tuchman, who serves as both Chairman and CEO.

• A "Controlled Company": Because Mr. Tuchman owns more than 50% of the voting power, TTEC is considered a "controlled company." This means it can be exempt from some standard Nasdaq governance rules.
• Governance Note: However, the board says it voluntarily follows all the standard Nasdaq rules anyway, including having a majority of independent directors and independent committees for audit and compensation.
• Board Committees: The work is divided into specialized committees: Audit, Compensation, Nominating & Governance, Security & Technology, and a small Executive Committee chaired by Mr. Tuchman.

💰 2025 Financial Snapshot

Here’s a quick look at TTEC's 2025 performance, which is discussed in the context of the board's oversight:

• Revenue: $2.14 billion (a 3.2% decrease from the prior year).
• Operating Loss: $117.1 million (this includes a large $233.5 million non-cash impairment charge).
• Non-GAAP Operating Income: $155.0 million (this adjusted number aims to show core business performance).
• Net Loss Per Share: ($3.99).
• Non-GAAP Net Income Per Share: $1.10 (adjusted for items like the impairment charge).
• Cash Flow: Operating activities generated $121.1 million in cash, a significant improvement from using $58.8 million the year before.

⚖️ Strengths & Risks

The filing outlines the board's role in overseeing company risks. Key areas of focus in 2025 included:

• 👍 Strengths / Focus Areas:

  • Oversight of strategy execution during economic uncertainty.
  • Monitoring of AI adoption and its risks/opportunities.
  • Strong cybersecurity and data protection governance.
  • Commitment to sustainability and impact reporting.

• ⚠️ Key Risks Monitored:

  • Financial Liquidity: Ensuring the company has enough cash.
  • Cybersecurity: Protecting against data breaches.
  • AI Disruption: How AI will change the customer service industry.
  • Global Operations: Managing complexity and compliance across 22 countries.
  • Cost Structure: Keeping expenses under control.

🧠 The Analogy

Think of TTEC's board of directors like the owners' committee for a major sports franchise. The founder (Tuchman) is the majority owner and also the head coach (CEO). Every year, the shareholders (other team owners) get a report card on the team's performance (the financials) and vote on key issues: do we keep the same general managers (directors)? do we renew the contract with the stadium accountant (auditor)? do we approve the star player's mega-contract (executive pay)? And the big proposal this year: do we move the franchise from its traditional home market (Delaware) to a new city (Texas) to chase growth?

🧩 Final Takeaway

This proxy statement centers on a routine annual meeting overshadowed by one major strategic move: TTEC's plan to officially become a Texas company. With the founder-CEO holding controlling power, the proposals are expected to pass, making the redomestication the most consequential outcome for the company's future legal and governance structure.