DEF 14A of TTEC Holdings, Inc., Apr 10, 2026

DEF 14A of TTEC Holdings, Inc.

Filed Apr 10, 2026 · FY20250001104659-26-042071

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  1. Table of Contents

    | PROXY STATEMENT EXECUTIVE SUMMARY | 1 | | MATTERS TO BE VOTED ON AT THE 2026 ANNUAL MEETING | 1 | | OUR COMPANY | 2 | | 2025 PERFORMANCE HIGHLIGHTS | 4 | | IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES | 5 | | PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING | 10 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 10 | | 2026 BOARD NOMINEES | 10 | | Limits on Director Service on Other Public Company Boards | 11 | | Director Term, Availability, and Ability to Serve | 11 | | Nomination Process for Directors | 13 | | Required Vote | 13 | | Recommendation of the Board | 13 | | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 14 | | 2025 Board of Directors Members / 2026 Board Nominees | 14 | | DIRECTOR EXPERIENCE | 18 | | OUR CORPORATE GOVERNANCE | 19 | | OUR BOARD OF DIRECTORS AND THE BOARD COMMITTEES | 21 | | Board Leadership Structure | 21 | | Board Risk Oversight | 22 | | Communications with The Board | 24 | | Board Committees | 24 | | Audit Committee | 24 | | Compensation Committee | 25 | | Nominating and Governance Committee | 26 | | Security and Technology Committee | 26 | | Executive Committee | 27 | | Ethics Code for Executive and Financial Officers | 27 | | PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 | | Fees Paid to Accountants | 28 | | Audit Fees | 28 | | Audit-Related Fees | 28 | | Tax Fees | 28 | | All Other Fees | 28 | | Policy on Audit Committee of the Board Pre-Approval of Audit and Non-Audit Services | 29 | | Required Vote | 29 | | Recommendation of the Board and the Audit Committee | 29 | | PROPOSAL NO. 3: APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION | 30 | | Required Vote | 30 | | Recommendation of the Board | 30 | | PROPOSAL NO. 4: Approval of the Redomestication of the Company from Delaware to Texas by Conversion | 31 | | Introduction | 31 | | Reasons for the Texas Redomestication | 31 | | Overview of Principal Differences and Similarities | 34 | | Principal Terms of the Texas Redomestication | 35 | | The Evaluation of the Proposal by the Board | 36 | | Recommendation of the Board | 37 | | Potential Risks and Disadvantages of the Texas Redomestication | 37 | | Comparison of Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws | 39 | | Comparison of Stockholder Rights under Delaware Law and Texas Law | 43 | | What Changes After Texas Redomestication? | 56 | | What Doesn’t Change After Texas Redomestication? | 56 | | Certain Federal Income Tax Consequences | 57 | | Additional Information | 57 | | Conclusion | 58 | | Vote Required | 58 | | TTEC EXECUTIVE OFFICERS | 59 | | EXECUTIVE AND DIRECTOR COMPENSATION | 61 | | Smaller Reporting Company Status | 61 |

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS We are seeking your support to elect seven Board member candidates who we have nominated for the 2026-2027 Board cycle. We believe that these candidates have qualifications and experience appropriate for a public technology and business process outsourcing company with a global operational footprint. The Board believes that the nominees have the experience and perspective to guide the Company as we continue our transformation from a customer care business process outsourcing company to a global integrated customer engagement technology and digital solutions service provider. The candidates also have the experience necessary to support TTEC as we compete in global markets, innovate, and adjust to rapidly changing technologies and client demands. Each member of our Board is elected for a term of one year. Our Board, on the recommendation of the Nominating and Governance Committee of the Board, is recommending to stockholders that the following candidates be elected to the Board at the 2026 Annual Meeting. The candidates are current TTEC directors and each of the seven director-nominees has confirmed his or her willingness to serve.

  3. 2026 BOARD NOMINEES

    2026 BOARD NOMINEES

  4. 2026 BOARD NOMINEES

    | Director | Age | Director Since | Independent | Qualifications | | Kenneth D.Tuchman | 66 | 1994 | | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Operator or CEO Experience • Public Company CEO and Board Experience • Risk Management Experience • Service Industry Experience • Technology Sector Experience • TTEC Founder | | Steven J. Anenen | 73 | 2016 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Operator or CEO Experience • Public Company CEO and Board Experience • Risk Management Experience • Service Industry Experience | | Tracy L. Bahl | 64 | 2013 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Industry Experience • Operator or CEO Experience • Public Company Audit Experience • Public Company Board Experience • Risk Management Experience • Service Industry Experience | | Gregory A. Conley | 71 | 2012 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Operator or CEO Experience • Public Company Audit Experience • Public Company Board Experience • Risk Management Experience • Service Industry Experience • Technology Sector Experience |

  5. 2026 BOARD NOMINEES

    | Robert N. Frerichs | 74 | 2012 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Operator or CEO Experience • Public Company Audit Experience • Public Company Board Experience • Public Sector Experience • Risk Management Experience • Service Industry Experience • Technology Sector Experience | | Marc L. Holtzman | 66 | 2014 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Operator or CEO Experience • Public Company Board Experience • Public Company Audit Experience • Public Sector Experience • Risk Management Experience • Service Industry Experience | | Gina L. Loften | 60 | 2021 | ✓ | • Business Transformation Experience • Capital Markets or M&A Experience • Global Experience • Industry Experience • Public Sector Experience • Public Board Experience • Risk Management Experience • Service Industry Experience • Technology Sector Experience |

  6. 2025 Board of Directors Members / 2026 Board Nominees

    2025 Board of Directors Members / 2026 Board Nominees

  7. 2025 Board of Directors Members / 2026 Board Nominees

    | | Kenneth D. Tuchman Age: 66 Director since 1994 TTEC Board Committees: • Executive (Chair) Directorships: • Tuchman Family Foundation • Denver Center for the Performing Arts Mr. Tuchman has more than 40 years of experience in the business process outsourcing industry, driving innovation growth and profitability in all economic cycles. As the founder and the controlling stockholder of TTEC, Mr. Tuchman is an essential member of our Board of Directors. Mr. Tuchman founded TTEC’s predecessor company in 1982 and has served as the Chairman of the Board since 1994. Mr. Tuchman served as TTEC Chief Executive Officer from 1994 until 1999 and resumed the position in 2001. | | | Steven J. Anenen Age: 73 Director since 2016 TTEC Board Committees: • Security & Technology (Interim Chair) • Audit • Nominating and Governance • Executive Past Directorships: • CDK Global (NASDAQ:CDK) • DealerSocket Mr. Anenen’s extensive experience as a senior executive at a global public technology company, and his chief executive and automotive industry and technology experience bring relevant and necessary skills and perspective to our Board. In 2014, Mr. Anenen led the spin-off of the Automatic Data Processing (NASDAQ:ADP) Dealer Services Group to create CDK Global (NASDAQ:CDK); and served as its CEO between 2014 and his retirement in 2016. Prior to the CDK spin-off, Mr. Anenen spent almost 40 years with ADP, serving as the president of ADP Dealer Services, a leading provider of technology solutions to the automotive industry, between 2004 and 2014. During his tenure with ADP, Mr. Anenen oversaw the global expansion of the business into more than 100 countries, grew the dealer services business to over $2 billion in revenue, and led the transition to digital through transformational acquisitions. |

  8. 2025 Board of Directors Members / 2026 Board Nominees

    | | Tracy L. Bahl Age: 64 Director since 2013 TTEC Board Committees: • Compensation (Chair) • Executive Directorships: • Andros • Glooko, Inc. Past Directorships: • MedExpress • Gustavus Adolphus College • Emdeon Mr. Bahl’s extensive experience in the healthcare industry and his public company and private equity experience bring relevant and necessary skills, experience, and perspective to our Board. Since 2020, Mr. Bahl has served as an operating partner for the healthcare group at Welsh, Carson, Anderson & Stowe, a private equity firm specializing in healthcare and technology investments, and as a managing partner for Valtruis, and member of the board of directors for Wayspring Health, Oncology Care Partners, and InterWell Health, Valtruis’ portfolio companies. He also currently serves on the board of Glooko, a leading diabetes connected care company. Previously, Mr. Bahl served as the president and CEO of OneOncology, a General Atlantic portfolio company that provides administrative, operational, and scientific support to oncology practices throughout the U.S. Between 2013 and 2018, Mr. Bahl served as executive vice president, health plans for CVS Health. From 2007 to 2013, he served as a special advisor to General Atlantic, supporting various of its portfolio companies in leadership roles. Prior to 2007, Mr. Bahl held various senior executive positions as part of UnitedHealth Group and at CIGNA Healthcare. | | | Gregory A. Conley Age: 71 Director since 2012 TTEC Board Committees: • Audit (Chair) • Compensation • Security & Technology Directorships: • CSG International (NASDAQ:CSGS) • Travelport Worldwide Ltd. Past Directorships: • HaulHound.com • Odyssey Group, SA • Verio, Inc. • Tanning Technology Corporation (NASDAQ:TANN) Mr. Conley’s extensive public company experience as chief executive officer and as a director of several technology companies, his leadership in technology innovation, and his legal experience bring relevant and necessary skills, experience, and perspective to our Board. Between 2012 and 2014, Mr. Conley served as the CEO of Aha! Software, LLC, a predictive analytics and cloud computing company. Between 2009 and 2011, Mr. Conley served as the CEO of Odyssey Group, SA, a European-based technology services and software company, and oversaw the sale of the Company to Temenos Group AG. Between 2004 and 2005, Mr. Conley was the president and CEO of Verio, Inc., a leading global provider of hosting and network services and a subsidiary of Nippon Telephone & Telegraph. From 2001 to 2003, Mr. Conley was president and CEO of Tanning Technology Corporation, a Nasdaq listed information technology solutions provider, sold to Platinum Equity in 2003. Prior to 2001, Mr. Conley was a senior executive responsible for e-markets, travel, and transportation at International Business Machines (NYSE:IBM) and an attorney at Covington & Burling LLP. |

  9. 2025 Board of Directors Members / 2026 Board Nominees

    | | Robert N. Frerichs Age: 74 Director since 2012 TTEC Committees: • Nominating and Governance (Chair) • Audit • Compensation • Executive Directorships: • Wedgewood Enterprises Corporation Past Directorships: • Accenture (NYSE:ACN) • Merkle, Inc. • Avanade (a JV between Accenture and Microsoft) • Cyandia, Inc. Mr. Frerichs’ extensive global business experience, his public company and consulting industry experience, and his financial credentials bring relevant and necessary skills, experience, and perspective to our Board. Mr. Frerichs spent 36 years with Accenture (NYSE:ACN) in various leadership roles including group chief executive for North America, chief risk officer, and chief operating officer of the communication and high-tech operating group, and chairman of the capital committee; culminating his career as the International Chairman of Accenture, Inc., before retiring in February 2012. Between 2012 and 2013, Mr. Frerichs was the chairman of the Aricent Group, a global innovation and technology services company. Mr. Frerichs is a Certified Public Accountant. | | | Marc L. Holtzman Age: 66 Director since 2014 TTEC Committees: • Nominating and Governance Directorships: • FIGX Capital Acquisition (NASDAQ:FIGX) • Rwanda Capital Market Authority • Victoria Falls International Financial Center Past Directorships: • Bank of Kigali • CBZ Holdings Ltd. • Astana Financial Services Authority • KazKommertsBank • FTI Consulting (NYSE:FCN) • Duddell Street Acquisition Corp. (NASDAQ:DSAC) Mr. Holtzman’s extensive international experience along with his financial, investment banking, and public company board experience bring relevant and necessary skills, experience, and perspective to our Board. Mr. Holtzman served as the chairman of Meridian Capital HK, a Hong Kong private equity firm from 2012 until 2014, and as the executive vice chairman of Barclays Capital from 2008 and 2012. Between 2003 and 2005, Mr. Holtzman was president of the University of Denver. He also served in the cabinet of Colorado Governor Bill Owens as Secretary of Technology between 1999 and 2003. |

  10. 2025 Board of Directors Members / 2026 Board Nominees

    | | Gina L. Loften Age: 60 Director since 2021 TTEC Committees: • Compensation • Security and Technology Directorships: • Teachers Insurance & Annuity Association of America (TIAA) • Thoughtworks • Foursquare Labs Inc. Past Directorships: • Rise Against Hunger • George Mason University Research Foundation • Modernizing Medicine, Inc. • InterWell Health Ms. Loften’s extensive experience in technology, cybersecurity, public sector, business transformation credentials, and diversity bring relevant and necessary skills, experience, and perspective to our Board. Ms. Loften most recently served as chief technology officer for Microsoft USA (NASDAQ:MSFT), the position from which she retired in 2021. Prior to Microsoft, since 2004, Ms. Loften served in roles of growing responsibility with IBM (NYSE:IBM), including global consulting leader in cloud application innovation for IBM Global Business Services, chief innovation officer for IBM Research, and global public sector leader for IBM Watson Group. |

  11. May Reduce the Potential for Opportunistic and Frivolous Litigation

    May Reduce the Potential for Opportunistic and Frivolous Litigation The Texas Redomestication may reduce the potential for opportunistic and frivolous litigation against the Company, its subsidiaries and their directors and officers. The Board and management believe that the recent amendments to the Texas Business Organizations Code (the “TBOC”) in 2025 (the “Texas Law Amendments”), which are further described below, reduce litigation risk and related costs and allow boards and management teams of public companies such as the Company to focus more of their time and capital on creating value for stockholders. The Texas Law Amendments included Texas Senate Bill 29, effective May 14, 2025, which expressly codifies the business judgment rule for publicly traded Texas corporations, creating statutory presumptions that, when making business decisions, directors and officers act in good faith, on an informed basis, in the best interests of the corporation, and in compliance with the entity’s governing documents. This codification would, if the Texas Redomestication is approved, give the Company and its shareholders greater certainty about how courts will review board decisions, replacing open-ended standards with clear rules that discourage after-the-fact attacks on good faith judgments. Although codifying the business judgment rule may lower the volume of shareholder litigation over business decisions, it does not eliminate liability for fraud, intentional misconduct, knowing legal violations or ultra vires acts. A plaintiff asserting breach of any fiduciary duty must now both rebut at least one of those presumptions and plead and prove that the breach involved fraud, intentional misconduct, a knowing violation of law or an ultra vires act. The Board and management believe that the Texas Law Amendments will result in fewer cases and more decisions resolved at the motion to dismiss or summary judgment stage rather than through extended litigation. For Texas corporations and their insurers that provide directors’ and officers’ coverage, this greater predictability can reduce defense costs, settlement pressure, and the need to constantly account for the risk of costly legal fees related to unwarranted litigation. The Texas Law Amendments also permit Texas corporations to adopt tailored limitations on derivative suits, including a reasonable minimum ownership threshold (up to three percent (3%) of outstanding shares) and structured demand processes, that help screen out low-merit litigation while preserving robust remedies for genuine misconduct. Although Delaware derivative standing requires contemporaneous and continuous ownership of shares, it does not impose any minimum ownership percentage. As described below in “Comparison of Stockholder Rights under Delaware Law and Texas Law,” the proposed Certificate of Formation of the Texas Corporation in the form appended to this Proxy Statement as Annex C (the “Texas Certificate of Formation”) includes an ownership threshold of three percent (3%) of the Company’s outstanding shares that must be held by a plaintiff or group of plaintiffs to initiate a derivative claim, which the Board believes will reduce the potential for opportunistic and frivolous litigation by limiting the ability of persons with a limited economic interest in the Company to bring claims that do not materially benefit shareholders as a whole. Texas also defers to the decision of an independent board committee or panel of independent person(s) concerning whether a derivative action is in the best interests of the corporation. In addition, shareholders in Texas corporations may not use books and records demands, which can be costly and distracting to management, in connection with an active derivative proceeding. The Texas Law Amendments also prohibit attorney fee awards in “disclosure-only” settlements that are routinely sought in public merger transactions, which is expected to discourage certain members of the plaintiffs’ bar from filing increasingly common and frequently meritless “reflex suits” claiming inadequate disclosure. Further, Texas law now allows corporations to establish in their certificate of formation or bylaws an exclusive forum for proceedings related to “internal entity claims,” as defined in the TBOC, and to adopt advance jury trial waivers, further improving predictability, reducing duplicative multi-forum litigation risk, and potentially lowering the cost of resolving governance disputes for the benefit of all shareholders. The Company believes that establishing an exclusive forum in the Texas Business Court and implementing a waiver of jury trial provision could reduce its future costs of litigation by limiting the locale of such proceedings and eliminating jury trials of internal entity claims. The Company has included an exclusive forum provision and a waiver of jury trial in the proposed Texas Certificate of Formation.

  12. Preserves and Enhances Stockholder Rights

    Preserves and Enhances Stockholder Rights The Board and its fully independent Nom and Gov Committee expressly considered stockholders’ rights under Delaware law and Texas law and believe that the economic and voting rights of stockholders would, on balance, be reasonably comparable as a result of the proposed Texas Redomestication (see the section “Comparison of Stockholder Rights under Delaware Law and Texas Law” below for the Company’s summary of certain differences between Delaware law and Texas law). For example, both Delaware and Texas allow similar rules on the removal of directors with or without cause, voting thresholds for charter and bylaw amendments, blank check preferred stock, stock buybacks, distribution of dividends, and appraisal rights for certain corporate actions. The Texas Certificate of Formation and the proposed Bylaws of the Texas Corporation in the form appended to this Proxy Statement as Annex D (the “Texas Bylaws” and, together with the Texas Certificate of Formation, the “Texas Governing Documents”) have been drafted with an intent to reflect generally the current Restated Certificate of Incorporation of the Company (as amended, the “Delaware Charter”) and the current Amended and Restated Bylaws of the Company (as amended, the “Delaware Bylaws”) and generally to retain comparable stockholder economic and voting rights to the extent the Board deemed appropriate. Under the TBOC, certain Texas corporations including the Company may prohibit shareholders from including proposals on the corporation’s proxy unless they have held more than the lesser of (1) $1,000,000 of stock or (2) at least 3% of the corporation’s voting shares, for a continuous period of at least six months before the date of the meeting and throughout the entire duration of the meeting, among other requirements. These thresholds greatly exceed the thresholds that currently apply to the Company’s stockholders under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To preserve shareholder rights, the Company chose not to “opt in” to this provision of the TBOC. The proposed Texas Certificate of Formation provides certain additional shareholder rights as statutory requirements under the TBOC that the Board considers as beneficial to stockholders. Under the TBOC, special meetings may be called by, among others, shareholders holding the percentage of shares specified in the certificate of formation. Although the TBOC permits the Texas Bylaws to impose a threshold as high as 50%, the Company chose to impose a threshold of 25% to provide a meaningful enhancement in shareholder rights. The Texas Bylaws also incorporate, among other things, enhancements to the existing procedural mechanics for shareholder nominations of directors and submissions of shareholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act) at shareholder meetings.

  13. Overview of Principal Differences and Similarities

    | Feature | Existing Delaware Corporation | Proposed Texas Corporation | | One vote per share | √ | √ | | Right of 25% of stockholders to call special meeting | None | √ | | Right of stockholders to act via written consent | √ | √ | | Right to elect and remove directors | √ | √ | | No “Poison Pill” | √ | √ | | Majority vote to amend charter documents | √ | √ | | Majority vote to approve fundamental transactions | √ | √ | | Directors have fiduciary duties | √ | √ | | Directors protected by business judgment rule | √ | √ | | Indemnification of directors and officers | √ | √ | | Limitation of liability of directors | √ | √ | | Limitation of liability of officers | None | √ | | Ability to issue blank check preferred | √ | √ | | Delaware franchise tax | √ | None | | Advance notice for stockholders to nominate directors | √ | √ | | Advance notice for stockholders to propose matters for vote | √ | √ | | Threshold ownership to submit SEC Rule 14a-8 stockholder proposals | None | None | | Stockholder inspection of corporate books and records | √ | √ | | Waiver of jury trial in internal affairs actions | N/A | √ | | Exclusive forum for certain proceedings | √ | √ | | Threshold ownership to institute derivative actions | 1 share | 3% |

  14. Principal Terms of the Texas Redomestication

    | • | Each outstanding restricted stock unit or other right to acquire shares of Delaware Corporation Common Stock will continue in existence and automatically become a restricted stock unit or other right to acquire an equal number of shares, respectively, of the Texas Corporation Common Stock under the same terms and conditions. |

  15. Certain Differences in Texas Law and Potential Criticism by Stockholders

    Certain Differences in Texas Law and Potential Criticism by Stockholders The Company may face criticism over its decision to reincorporate in Texas from stockholders or advisory services such as ISS or Glass Lewis, who may draw adverse comparisons between Texas law and Delaware law on specific governance points or may generally hold a preference for Delaware incorporation. Redomestication to Texas puts certain limitations on stockholder derivative lawsuits. Unlike Delaware, Texas limits derivative proceedings by requiring a demand on the corporation (whereas, in Delaware, a stockholder can bring a derivative proceeding without first making a litigation demand on the corporation’s board if the stockholder can adequately allege demand futility). Under Texas law, absent an issue with the independence and disinterestedness of the directors making the decision, the good faith of the inquiry and review, or the reasonableness of the procedures implemented, the board’s decision regarding how to proceed with allegations in a derivative action is binding on Texas courts. In addition, the Texas Certificate of Formation requires a 3% share ownership threshold for the initiation of derivative proceedings, as permitted by the TBOC (see the section “Comparison of Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws” below). Lastly, shareholders in Texas may not use books and records demands in connection with an active derivative proceeding and must instead use a regular discovery process to gain access to materials to support their claims. Although the Board determined that the rights of stockholders under the DGCL and the TBOC are reasonably comparable, at least on net (i.e., balancing relevant considerations against one another) and as relevant to the Company, the DGCL and Delaware case law collectively are different in certain respects than the TBOC and existing Texas case law in ways that may affect the rights of the Company’s stockholders. Please see the Company’s summary below of certain differences in the section entitled “Comparison of Stockholder Rights under Delaware Law and Texas Law.” For instance, as further explained in the Company’s summary below, under the TBOC, a shareholder may inspect a Texas corporation’s books and records, subject to certain limitations, if such shareholder holds at least 5% of the outstanding shares of stock of the Texas corporation or has been a holder of shares for at least six months. The DGCL, on the other hand, does not require that a stockholder hold a certain number of shares or hold such shares for a stated period of time prior to exercising their books and records inspection rights. Thus, it is possible that some of the Company’s shorter-term stockholders entitled to make a books and records demand today (as stockholders in a Delaware corporation) will not be able to make a similar demand following the Texas Redomestication. Further, the TBOC expressly provides that it does not prohibit directors or officers from considering, approving or taking an action that promotes or has the effect of promoting a social, charitable or environmental purpose. Under Delaware law, on the other hand, while there is no express statutory authority to consider such purposes, fiduciary duties under Delaware law permit directors to only promote social, charitable, environmental or other purposes if doing so serves the ultimate purpose of long-term stockholder value maximization, unless the corporation is specifically incorporated as a public benefit corporation. As a result, as a Texas corporation, it is possible that the Company’s directors may consider the interests of other constituents without regard to shareholder value maximization. Finally, the TBOC allows us to prohibit shareholders from including proposals on the corporation’s proxy unless they have held more than the lesser of (1) $1,000,000 of stock or (2) at least 3% of the corporation’s voting shares, for a continuous period of at least six months before the date of the meeting and throughout the entire duration of the meeting, among other requirements. These thresholds greatly exceed the thresholds that currently apply to the Company’s stockholders under Rule 14a-8 under the Exchange Act. To preserve shareholder rights, the Company chose not to “opt in” to this provision of the TBOC but may choose to do so in the future. In the event we elect to opt in to this provision of the TBOC, certain stockholders that would have been eligible to submit a proposal under Rule 14a-8 may be ineligible under such a provision. Notwithstanding the conclusions of the Board with respect to the Texas Redomestication Proposal, it is nevertheless possible that familiarity with Delaware courts and perceptions regarding the breadth and stability of Delaware corporate law may impact the views of certain investors or certain members of the financial services industry, as well as potential director and officer candidates. It is possible that these external perceptions regarding Delaware law may impact the behaviors of such third parties, which could have an adverse effect on the Company’s business.

  16. Comparison of Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws

    | Issue | Delaware Charter | Texas Certificate of Formation | | Stockholder Voting Threshold (Acts requiring stockholder approval by a majority or more of voting stock) | Under the DGCL, certain matters subject to a stockholder vote, including certain business transactions including, without limitation, mergers, conversions, sales of substantially all assets, require a default vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the charter specifies a higher voting threshold. The current Delaware Charter does not include a higher voting threshold so the default voting standard for such business transactions applies. | Under the TBOC, certain matters subject to a shareholder vote, including “fundamental business transactions” such as mergers, sales of substantially all assets, and other transactions, require a default vote of 2/3 of the shareholders of each class, unless the charter specifies a lower voting threshold. The proposed Texas Certificate of Formation contains language setting the default voting thresholds at a majority of the outstanding shares entitled to vote thereon, in order to mirror the DGCL and the absence of special provisions in the Delaware Charter. | | Cumulative Voting | Under the DGCL, cumulative voting for the election of directors is allowed only as provided in the corporation’s certificate of incorporation. The current Delaware Charter does not provide for cumulative voting for the election of directors. | Under the TBOC, in order to vote cumulatively in a board of directors election, cumulative voting must be authorized by the certificate of formation. The proposed Texas Certificate of Formation provides that shareholders do not have a right to cumulative voting. | | Board of Directors Vacancies | Under the DGCL, unless otherwise provided in the governing documents, vacancies on the board of directors can only be filled by vote of a majority of the remaining members of the board of directors or by a sole remaining director, and not by the stockholders. The Delaware Charter does not contain any provisions regarding filling of vacancies on the Board. However, the Delaware Bylaws do contain provisions regarding the filling of vacancies on the Board (See discussion of the Delaware Bylaws below). | The TBOC provides that director vacancies may be filled (1) by a vote of a majority of the remaining members of the board of directors, (2) by a sole remaining director, or (3) by a vote of holders of a majority of the outstanding shares of stock. Additionally, the TBOC prevents a board of directors from filling more than two vacancies caused by an increase in the size of the board of directors between any two annual meetings of shareholders, and any directors appointed or elected by the board of directors or shareholders to fill a vacancy can only serve until the next annual meeting (or special meeting called to elect directors). The proposed Texas Certificate of Formation provides that director vacancies may be filled in any manner permitted by the TBOC and the Texas Bylaws, in each case to the extent permitted by the TBOC. (See discussion of the Texas Bylaws below.) | | Director and Officer Liability | The Delaware Charter eliminates the personal liability of directors for monetary damages for any breach of fiduciary duties as a director, to the fullest extent permitted by the DGCL. The DGCL was amended in 2022 to allow for officer exculpation. However, the Company has not yet proposed an amendment to the Delaware Charter to include an officer exculpation provision. | The proposed Texas Certificate of Formation eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duties as a director or officer, as applicable, to the fullest extent permitted by the TBOC. | | Action by Written Consent | Under the DGCL, unless otherwise provided in the certificate of incorporation, stockholders may act by written consent in lieu of meeting if one or more written consents setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by the DGCL. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the non-consenting stockholders. The Delaware Charter does not contain any provisions regarding stockholder action by written consent. However, the Delaware Bylaws do contain provisions regarding stockholder action by less than unanimous written consent (See discussion of the Delaware Bylaws below). | Under the TBOC, unless a lower threshold is included in the certificate of incorporation, shareholders have the right to act by unanimous written consent in lieu of a meeting. A provision in the certificate of formation may authorize approval by less than unanimous consent. If less than unanimous written consent is given, the corporation must give prompt notice of the action taken to the non-consenting shareholders. The proposed Texas Certificate of Formation provides that shareholders may act by written consent in lieu of a meeting if consents are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon at a meeting. This formulation most closely aligns with the provisions of the current Delaware Bylaws. |

  17. Comparison of Delaware Charter and Bylaws and Texas Certificate of Formation and Bylaws

    | Issue | Delaware Charter | Texas Certificate of Formation | | Calling of Special Stockholder Meetings | Under the DGCL, special meetings may be called by the board of directors or such other person or persons as may be authorized in the certificate of incorporation or the bylaws. The Delaware Charter does not contain any provisions regarding the calling of special meetings. However, the Delaware Bylaws do contain provisions regarding the calling of special meetings (See discussion of the Delaware Bylaws below). | Under the TBOC, special meetings may be called by the president, the board of directors, or any other person authorized to call special meetings by the company’s governing documents, and shareholders holding the percentage of shares specified in the certificate of formation (not to exceed 50% of shares entitled to vote). The proposed Texas Certificate of Formation provides that special meetings of shareholders may be called by the Board, the chairperson of the Board, the chief executive officer, the president, or by shareholders holding at least 25% of the shares entitled to vote on the proposed action of such meeting. This requirement provides enhanced shareholder rights compared with the provisions in the current Delaware Bylaws. | | Indemnification | The Delaware Charter authorizes the indemnification of directors and officers to the fullest extent permitted by Delaware law as it exists or may be amended from time to time, and includes provisions regarding the procedures for seeking indemnification, advancement of expenses, insurance and non-exclusivity of rights. | The proposed Texas Certificate of Formation authorizes the indemnification of directors, officers and other persons to the fullest extent permitted by Texas law as it exists or may be amended from time to time. Detailed procedural rules and related provisions are included in the proposed Texas Bylaws (See discussion of the Texas Bylaws below). | | Required Ownership to Institute a Derivative Proceeding | The Delaware Charter does not contain any provisions relating to a threshold for individual stockholders or groups of stockholders to institute or maintain a derivative proceeding. | Under the TBOC, public Texas corporations may adopt a minimum share ownership percentage for individual shareholders or groups of shareholders to own in order to institute or maintain a derivative proceeding. The threshold may not exceed 3% of a corporation’s outstanding shares. The proposed Texas Certificate of Formation includes a 3% threshold for individual shareholders or groups of shareholders to institute or maintain a derivative proceeding. | | Waiver of Jury Trial | Neither the Delaware Charter nor the Delaware Bylaws contain any provisions relating to a waiver of jury trial. Jury trials are generally not available in the Delaware Court of Chancery, which is the venue in which stockholder suits relating to the internal affairs of a Delaware corporation are typically filed. | Under Texas law, in civil cases, a party generally has a right to a jury trial to determine questions of fact if the party timely demands a jury and pays the jury fee. The Texas Law Amendments allow a corporation to include a waiver of jury trial in its governing documents for proceedings arising out of, or relating to, any “internal entity claim,” as defined in the TBOC, and that such waiver will constitute an intentional consent to waiver if enforced against a party approving the charter or bylaws, or acquiring a security after such provisions are adopted, continuing to hold a security of a public company after such provisions are adopted, or by other methods permitted under law. The proposed Texas Certificate of Formation includes a provision providing for a waiver of jury trial in proceedings arising out of, or relating to, any “internal entity claim,” as defined in the TBOC and to the fullest extent permitted by applicable law, any other legal action, proceeding, cause of action or counterclaim within the scope of the exclusive forum provision described below. | | Exclusive Forum | Under the DGCL, a corporation may include provisions in its governing documents relating to the exclusive forum for certain proceedings. The current Delaware Charter does not contain any exclusive forum provision. The current Delaware Bylaws provide that the exclusive forum for certain matters relating to the internal affairs of the corporation and other matters shall be a state court located within the State of Delaware or the federal district court for the District of Delaware. | Under the TBOC and the Texas Law Amendments, a corporation may include provisions in its bylaws relating to the exclusive forum for certain proceedings. The proposed Texas Certificate of Formation provides that the sole and exclusive forum for certain matters relating to the internal affairs of the corporation and other matters shall be, first, the Business Court in the Third Business Court Division of the State of Texas (which Division includes the county of the Company’s Texas corporate headquarters (Austin)), unless such court lacks jurisdiction, in which case the exclusive forum shall be the federal district court for the Western District of Texas, Austin Division. The exclusive forum provision in the proposed Texas Certificate of Formation explicitly states that it shall not apply to any direct claims under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |

  18. Comparison of Stockholder Rights under Delaware Law and Texas Law

    | Issue | Delaware | Texas | | Limitation of Personal Liability of Directors and Officers | Under the DGCL, a Delaware corporation is permitted to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision does not eliminate or limit the liability of: (i) a director or officer breaching the duty of loyalty to the corporation or its stockholders; (ii) a director or officer failing to act in good faith, engaging in intentional misconduct or a knowing violation of law; (iii) a director declaring an illegal dividend or approving an illegal stock purchase or redemption; (iv) a director or officer obtaining an improper personal benefit from the corporation; or (v) an officer in any action by or in the right of a Delaware corporation. | Under the TBOC, a Texas corporation is permitted to provide that a managerial official (i.e., a director or officer) is not liable, or is liable only to the extent provided by the certificate of formation, to the corporation or its shareholders for monetary damages for an act or omission by the person in the person’s capacity as a managerial official. The TBOC does not, however, permit any limitation of the liability of a managerial official for: (i) a breach of the duty of loyalty, if any, to the corporation or its shareholders; (ii) an act or omission not in good faith that constitutes a breach of duty of the person to the corporation or involves intentional misconduct or a knowing violation of law; (iii) a transaction from which the person receives an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute (such as wrongful distributions). | | Number of Directors | Under the DGCL, the number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors. If the certificate of incorporation fixes the number of directors, then a change in the number of directors shall be made only by amendment of the certificate of incorporation. | Under the TBOC, the number of directors shall be set by, or in the manner provided by, the governing documents, except that the number of directors on the initial board of directors must be set by the certificate of formation. The number of directors may be increased or decreased by amendment to, or as provided by, the governing documents. If the governing documents do not set the number constituting the board of directors or provide for the manner in which the number of directors must be determined, the number of directors is the same as the number constituting the initial board of directors as set by the certificate of formation. | | Procedures for Filling Vacant Directorships | Under the DGCL, unless otherwise provided in the governing documents: (1) vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and (2) whenever the holders of any class or classes of stock or series thereof are entitled to elect 1 or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. In the case of a Delaware corporation the directors of which are divided into classes, any directors chosen by (1) or (2) of the above shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified. | Under the TBOC, except as provided below with respect to class voting, vacancies may be filled by the affirmative vote of the majority of the remaining directors, even if less than a quorum, or by the election at an annual or special meeting of shareholders called for that purpose. The term of a director elected to fill a vacancy occurring in the board of directors is the unexpired term of the director’s predecessor in office. Except as provided below with respect to class voting, a directorship to be filled because of an increase in the number of directors may be filled by the shareholders or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders. The board of directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Unless otherwise authorized by the corporation’s certificate of formation, a vacancy or a newly created vacancy in a director position that the certificate of formation entitles the holders of a class or series of shares or group of classes or series of shares to elect may be filled only: (1) by the affirmative vote of the majority of the directors then in office elected by the class, series, or group; (2) by the sole remaining director elected in that manner; or (3) by the affirmative vote of the holders of the outstanding shares of the class, series, or group. | | Removal of Directors | Under the DGCL, subject to the exceptions discussed below, holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause. If a Delaware corporation uses cumulative voting and less than the entire board is to be removed, a director may not be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors or, if the board of directors is classified, at an election of the class of directors of which such director is a part. Where the certificate of incorporation provides that separate classes or series of stockholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal without cause of such a director, only the votes of the holders of such a class or series are considered. | Under the TBOC, subject to the exceptions discussed below or as otherwise provided by the governing documents, the holders of a majority of shares then entitled to vote at an election of directors may remove a director or the entire board of directors with or without cause. If the certificate of formation permits cumulative voting and less than the entire board is to be removed, a director may not be removed if the votes cast against the removal would be sufficient to elect him or her if cumulatively voted at an election of the entire board of directors, or if there are classes of directors, at an election of the class of directors of which the director is a part. Where the certificate of formation provides that separate classes or series of shareholders are entitled, as such a class or series, to elect separate directors, in calculating the sufficiency of votes for removal of such a director, only the votes of the holders of such a class or series are considered. |

  19. Comparison of Stockholder Rights under Delaware Law and Texas Law

    | Issue | Delaware | Texas | | Required Vote for Election of Directors | Under the DGCL, in the absence of such specification in the governing documents, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. A bylaw amendment adopted by stockholders that specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors. | Under the TBOC, subject to the following sentence, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. The governing documents may provide that a director of a corporation shall be elected only if the director receives: (1) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors; (2) the vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote in the election of directors and represented in person or by proxy at a meeting of shareholders at which a quorum is present; or (3) the vote of the holders of a specified portion, but not less than the majority, of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. | | Required Vote for Matters Other than the Election of Directors (and as provided below) | Under the DGCL, in the absence of such specification in the governing documents: (1) in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; and (2) where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series. | Under the TBOC, subject to the following sentence, with respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the affirmative vote of the holders of the majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders’ meeting of a corporation at which a quorum is present is the act of the shareholders. With respect to a matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBOC, the governing documents may provide that the act of the shareholders is: (1) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter; (2) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on that matter and represented in person or by proxy at a shareholders’ meeting at which a quorum is present; (3) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for or against, the matter at a shareholders’ meeting at which a quorum is present; or (4) the affirmative vote of the holders of a specified portion, but not less than the majority, of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to, the matter at a shareholders’ meeting at which a quorum is present. | | Stockholder Vote for Fundamental Business Transactions | Under the DGCL, a majority of the outstanding stock of the corporation entitled to vote thereon generally must approve fundamental changes, such as: (1) certain mergers or consolidations; (2) a sale, lease, or exchange of all or substantially all of the corporation’s assets (provided that no stockholder authorization or consent is required (A) to mortgage or pledge the corporation’s property and assets unless the certificate of incorporation so requires or (B) where the property or assets in the sale, lease or exchange is collateral that secures a mortgage or is pledged to a secured party and certain additional conditions are met); (3) dissolution; (4) conversion of a domestic corporation to other entities; and (5) transfer, domestication or continuance of a domestic corporation to a foreign jurisdiction. The certificate of incorporation may contain provisions requiring for any corporate action the vote of a larger portion of the stock or of any class or series thereof than is required by the DGCL. | Under the TBOC, unless otherwise provided for in the TBOC or the certificate of formation, shareholders holding at least two-thirds of the outstanding shares of a class entitled to vote on the matter must typically approve fundamental business transactions such as: (1) a merger; (2) an interest exchange; (3) a conversion; or (4) a sale of all or substantially all of the corporation’s assets that is not made in the usual and regular course of the corporation’s business. The certificate of formation can provide for a different threshold of approval, but not less than a majority of the shares entitled to vote. The proposed Texas Certificate of Formation contains a provision requiring the vote of a majority of the outstanding shares entitled to vote instead of the higher number required by the TBOC. | | Stockholder Vote for Sales, Leases, Exchanges or Other Dispositions | Under the DGCL, a Delaware corporation may sell, lease or exchange all or substantially all of its property and assets when and as authorized by a majority of the outstanding stock of the corporation entitled to vote thereon. No such approval is required, however, if the assets being sold, leased or exchanged are not all or substantially all of the corporation’s assets. There is no necessary quantifying percentage for determining whether assets constitute substantially all of a Delaware corporation’s assets. Only if the sale is of assets quantitatively and qualitatively vital to the business of the corporation is stockholder authorization mandated. | Under the TBOC, generally the sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of a Texas corporation requires the approval of the holders of at least two-thirds of the outstanding shares of the corporation entitled to vote, unless the corporation’s certificate of formation sets a lower threshold (which may not be less than a majority of the voting shares). No such approval is required, however, if the transaction is made in the usual and regular course of a Texas corporation’s business. Under Texas law, even the transfer of substantially all of a corporation’s assets in such a manner that the corporation continues directly or indirectly to engage in one or more businesses is deemed not to be a transaction requiring shareholder approval under the TBOC. |

  20. Comparison of Stockholder Rights under Delaware Law and Texas Law

    | Issue | Delaware | Texas | | Interested Party Transaction Approvals | The DGCL provides that certain interested party transactions are not void or voidable solely because the transaction is between a corporation and one or more of its directors or officers, or between the corporation and an entity in which one or more of its directors or officers has a financial interest, or solely because the interested director or officer was present at or participated in the meeting in which the interested transaction was approved if any of the following conditions are satisfied: (1) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders. Amendments to the DGCL in 2025 added certain additional safe harbors from liability. | The TBOC provides that an otherwise valid and enforceable contract or transaction between a corporation and (1) one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation; or (2) an entity or other organization in which one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation: (A) is a managerial official; or (B) has a financial interest is valid and enforceable, and is not void or voidable, notwithstanding such relationship or interest if any one of the following conditions is satisfied: (1) the material facts as to the applicable relationship or interest and as to the contract or transaction are disclosed to or known by: (A) the corporation’s board of directors or a committee of the board of directors, and the board of directors or committee in good faith authorizes the contract or transaction by the approval of the majority of the disinterested directors or committee members, regardless of whether the disinterested directors or committee members constitute a quorum; or (B) the shareholders entitled to vote on the authorization of the contract or transaction, and the contract or transaction is specifically approved in good faith by a vote of the shareholders; or (2) the contract or transaction is fair to the corporation when the contract or transaction is authorized, approved, or ratified by the board of directors, a committee of the board of directors, or the shareholders. The TBOC differs from the DGCL’s interested party transaction statute in that it expressly provides that if at least one of the above conditions is satisfied, neither the corporation nor any of the corporation’s shareholders will have a cause of action against any of the corporation’s directors or officers for breach of duty with respect to the making, authorization, or performance of the contract or transaction because the person had an applicable relationship or interest. The TBOC has a procedure for a corporation to obtain a prospective court ruling that special committee members are sufficiently independent and disinterested to consider a particular transaction. | | Charter Amendments | Under the DGCL, subject to limited exceptions, an amendment to the certificate of incorporation must be approved by (i) the board of directors and (ii) the holders of a majority of the corporation’s outstanding stock entitled to vote thereon, unless the certificate of incorporation provides for a greater number. In addition, unless otherwise expressly required by the certificate of incorporation: (1) no meeting or vote of stockholders is required to adopt an amendment that reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only one class of stock outstanding and such class is not divided into series; and (2) an amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required if: (A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a properly called meeting, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision in the certificate of incorporation has been made in accordance with the DGCL, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class. | Under the TBOC, subject to limited exceptions, an amendment to the certificate of formation requires the approval of (i) the board of directors and (ii) the holders of at least two-thirds of the outstanding shares of a Texas corporation, unless a different threshold, not less than a majority, is specified in the certificate of formation. The proposed Texas Certificate of Formation contains language setting the default voting threshold at a majority standard. |

  21. Comparison of Stockholder Rights under Delaware Law and Texas Law

    | Issue | Delaware | Texas | | Judicial Certification of Committees and Panels | Delaware does not have an analogous statute. | The TBOC permits corporations to request a court, at the start of a transaction or investigation of a derivative claim, to judicially determine the independence and disinterestedness of directors on special committees reviewing transactions or individuals on panels reviewing derivative claims. Future challenges to independence or disinterestedness would require new facts. | | Jury Trials | Jury trials are generally not available in the Delaware Court, which is the Court in which stockholder suits relating to the internal affairs of a Delaware corporation must be filed. | Under Texas law, in civil cases, a party generally has a right to a jury trial to determine questions of fact if the party timely demands a jury and pays the jury fee. Under the Texas Law Amendments, a Texas corporation may, in its governing documents, include a waiver of jury trials for internal entity claims, as defined in the TBOC, and that such waiver will constitute a knowing waiver if enforced against a party approving the governing documents or acquiring a security after the adoption of such governing documents, continuing to hold a security of a public company after such governing documents are adopted or by other methods permitted under law. | | Dissent and Appraisal Rights | Under the DGCL, a stockholder of a corporation that is a constituent in a merger, consolidation, conversion, domestication, transfer, or continuance may, under certain circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of their shares as determined by the Delaware Court. Under the DGCL, stockholders have no appraisal rights in the event of a merger, consolidation, conversion, domestication, transfer or continuance if (i) prior to the effective time of the transaction the stock of the corporation is listed on a national securities exchange or is held of record by more than 2,000 stockholders, and (ii) in the merger, consolidation conversion, domestication, transfer or continuance they receive solely shares of stock of the surviving corporation or entity or of any other corporation which shares at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 stockholders. | Under the TBOC, except for the limited classes of mergers, consolidations, sales and asset dispositions for which no shareholder approval is required under Texas law, shareholders of Texas corporations with voting rights have dissenters’ rights in the event of a merger, consolidation, interest exchange, conversion, sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the corporation. However, a shareholder of a Texas corporation has no dissenters’ rights with respect to any plan of merger or conversion in which there is a single surviving or new domestic or foreign corporation, or with respect to any plan of exchange if: (1) the ownership interest, or a depository receipt in respect of the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote on the plan of merger, conversion, or exchange, as appropriate: (A) listed on a national securities exchange; or (B) held of record by at least 2,000 owners; (2) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive; and (3) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration other than: (A) ownership interests, or depository receipts in respect of ownership interests, of another entity of the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are: (i) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance; or (ii) held of record by at least 2,000 owners; (B) cash instead of fractional ownership interests the owner would otherwise be entitled to receive; or (C) any combination of the ownership interests and cash above. Under the TBOC, an owner of an ownership interest in a Texas domestic entity subject to dissenters’ rights is entitled to dissent from an amendment to a Texas for-profit corporation’s certificate of formation to add required provisions to elect to be a public benefit corporation or delete required provisions, which in effect cancels the corporation’s election to be a public benefit corporation if the owner owns shares that were entitled to vote on the amendment; except if the shares held by the owner are part of a class or series of shares listed on a national securities exchange; or held of record by at least 2,000 owners. | | Threshold for Stockholder Proposals | Delaware does not have a statutory threshold for submitting stockholder proposals. | A Texas public corporation that is either headquartered in Texas or that is listed on a Texas stock exchange may prohibit shareholders from including proposals on the corporation’s proxy unless they have held more than the lesser of (1) $1,000,000 of stock or (2) at least 3% of the corporation’s voting shares, for a continuous period of at least six months before the date of the meeting and throughout the entire duration of the meeting. The proposing shareholder must also solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal. |

  22. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  23. Executive Compensation

    Executive Compensation Our executive compensation program is designed to reward financial results and effective strategic leadership, which we believe are key elements in building sustainable value for stockholders. Our performance metrics align the interests of our stockholders and NEOs by correlating the timing and amount of actual pay to the Company’s short and long-term performance goals. Our compensation program encourages ethical and responsible conduct in pursuit of these goals and the alignment of our leaders with TTEC’s vision, mission, and values. We benchmark our compensation decisions against a relevant group of peer companies, all of which are our potential competitors, for the caliber of executive talent required to manage a global and complex business like TTEC. Our executive compensation programs include four principal elements:

  24. Executive Compensation

    | Compensation Element | Purpose | | Base Salary | Fixed annual compensation that provides a competitive level of compensation. The Compensation Committee of the Board analyzed benchmarks for competitive salaries using both its peer group and salary survey data as guides for the NEOs’ salaries and determined that salaries were appropriate for 2025. NEO salaries remained unchanged for 2026 as of the date of this disclosure. | | Annual Performance-Based Cash Incentive Awards | Provides “at risk” annual variable cash consideration that aligns executive compensation to achievement of short-term (annual) performance objectives. | | Equity Awards | Variable equity compensation granted in the form of time-based restricted stock units (RSUs) or performance-based restricted stock units (PRSUs) as deemed appropriate. Our annual equity incentive program includes components that reward the prior year’s performance but vest over time, or reward growth of key performance indicators like Revenue and adjusted EBITDA over a three-year period. By emphasizing a longer-term view in equity performance incentives, the Company aligns our executive officers’ interests with the interests of and value creation for our stockholders. | | Other Awards | In addition to annual cash and equity incentives, from time to time, with the oversight and support of the Compensation Committee, one-time cash or equity grants to select executives, including the NEOs, are granted. These special awards have a narrow purpose and are usually designed to retain executives deemed to be at risk who are viewed as critical to achieving the business's specific objectives. |

  25. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation paid to our NEOs for the fiscal years ending December 31, 2025, 2024 and 2023. For fiscal year 2025, amounts include as applicable:

  26. Summary Compensation Table

    | ● | Base salary earned in 2025. | | ● | Cash-based bonus opportunities, including retention-based programs. | | ● | Grant date value of a special 2025 RSU grant. | | ● | Non-equity incentive plan compensation, which includes an annual performance-based bonus paid in 2025 for 2024 performance. | | ● | All other compensation. |

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) 2, 3 | Annual PRSU Awards ($) (4) | RSU Awards ($) (5) | Stock Awards Total ($) | Non-Equity Incentive Plan Compensation ($) (6) | All Other Compensation (7) | Total ($) (8) | | Kenneth D. Tuchman (Chief Executive Officer)(1) | 2025 | 1 | – | – | – | – | – | 71,216 | 71,217 | | | 2024 | 1 | – | – | – | – | – | 63,535 | 63,536 | | | 2023 | 1 | – | – | – | – | – | 100,150 | 100,151 | | Kenneth "Kenny" Wagers (Chief Financial Officer) | 2025 | 625,000 | 475,000 | – | 137,895 | 137,895 | 184,500 | 10,914 | 1,433,309 | | | 2024 | 528,846 | | 899,999 | 4,349,994 | 5,249,993 | -- | 32,445 | 5,811,284 | | John P. Abou (President, TTEC Engage) | 2025 | 600,000 | 300,000 | – | – | – | 300,000 | 414 | 1,200,414 |

  28. Summary Compensation Table

    1. At Mr. Tuchman’s request, his base salary remained $1, and he did not take part in variable compensation and equity-based programs. 2. A cash retention award was made in February 2025 following Compensation Committee approval. The award is payable in two installments (40% in August 2025 and 60% in January 2026) for Messrs. Wagers and Abou. The full value of each award is reported in this column for 2025: $225,000 for Mr. Wagers and $100,000 for Mr. Abou. See "Retention Bonuses" for material award terms. 3. A cash retention award was made in April 2025 following Compensation Committee approval. The award was paid in February 2026. The full value of each award is reported in this column for 2025: $250,000 for Mr. Wagers and $200,000 for Mr. Abou. See "Retention Bonuses" for material award terms. 4. The Company did not issue an annual PRSU grant in 2025. Refer to “2025 Long-Term Incentive Plan” for information on the 2025 program. 5. The amount in this column was calculated following the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). While annual 2025 RSU grants did not occur, Mr. Wagers received a special one-time RSU grant on May 5, 2025. The grant date value is based on the closing price of our common stock on May 5, 2025, multiplied by the number of shares granted. This grant will vest one third on May 30 in the years 2025 – 2027. For further information regarding assumptions used to compute grant date fair value with respect to the RSU awards, see Section 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 6. In February 2025, the Compensation Committee approved 2024 discretionary, performance-based incentives based on the Company's 2024 financial performance and achievement of predefined Management Business Objectives or MBOs. Mr. Wagers received a $184,500 award, prorated for his partial year of 2024 employment under this plan. Mr. Abou received a $300,000 guaranteed minimum award as agreed to under his employment agreement. Please refer to " NonEquity Incentive Plan Compensation – Annual PerformanceBased Cash Incentive Plan” for additional information. (7)For Mr. Tuchman, $33,952 of the total in this column represents the value of an automobile-related perquisite and $30,593 represents the value of executive health, dental and vision premiums paid by the Company on Mr. Tuchman's behalf. Additionally, $2,872 represents personal use of Company aircraft and $1,513 represents a gross up for taxes, totaling $4,385 in value. (8)The Summary Compensation table should be read in conjunction with the additional narrative descriptions that follow. The “Outstanding Equity Awards at Year-End” table below provides further information on the NEOs’ potential realizable value with respect to their equity awards.

  29. Pay Versus Performance (PvP) Table

    Pay Versus Performance (PvP) Table In 2022, the SEC adopted Pay versus Performance (“PvP”) rules as required by the Dodd–Frank Wall Street Reform and Consumer Protection Act. These rules require that companies disclose how NEOs’ Compensation Actually Paid (”CAP”) relates to the disclosures in the Summary Compensation Table and to the financial performance of the Company. The following PvP Table summarizes compensation actually paid to our Principal Executive Officer (“PEO”) and the average compensation actually paid to our other NEOs. As a Small Reporting Company for 2025, we provide a curtailed Pay-Versus-Performance disclosure. The table below presents compensation actually paid to our PEO and the average CAP paid to our PEO and other NEOs.

  30. Pay Versus Performance (PvP) Table

    | Year | Summary Compensation Table Total for PEO (1)(2) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (1)(4) | Average Compensation Actually Paid to Non-PEO NEOs (1)(5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (6) | Net Income (millions) (7) | | 2025 | $71,217 | $71,217 | $1,316,861 | $989,127 | $8 | ($185.1) | | 2024 | $63,536 | $63,536 | $2,399,937 | $760,350 | $12 | ($310.6) | | 2023 | $100,151 | $100,151 | $1,782,960 | $138,937 | $50 | $18.3 |

  31. Pay Versus Performance (PvP) Table

    | 1. | The PEO and NEOs included in these columns reflect the following individuals: |

  32. Pay Versus Performance (PvP) Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Kenneth D. Tuchman | Kenneth "Kenny" R. Wagers, John P. Abou | | 2024 | Kenneth D. Tuchman | Kenneth "Kenny" R. Wagers, Francois Bourret, Michelle "Shelly" R. Swanback, David J. Seybold, Margaret B. McLean | | 2023 | Kenneth D. Tuchman | Michelle "Shelly" R. Swanback, Francois Bourret, Dustin J. Semach, David J. Seybold, Margaret B. McLean |

  33. Pay Versus Performance (PvP) Table

    | 2. | Amounts reflect the average of Summary Compensation Table Total Pay for our PEO for each corresponding year. | | 3. | Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). Since Mr. Tuchman does not currently receive equity grants, there are no equity adjustments recorded, and the dollar amounts reflect the actual amount of compensation earned during the applicable year. | | 4. | The amounts reported under "Average Summary Compensation Table Total" for non-PEO NEOs represent the average of the amounts reported for the Company's Non-PEO NEOs as a group in the 'Total' column of the Summary Compensation Table in each applicable year. | | 5. | The amounts in column "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation paid to the non-PEO NEOs as a group, in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the "Reconciliation of Summary Compensation Table to Compensation Actually Paid for non-PEO NEOs" table below were made to the non-PEO NEOs’ total compensation for each year to determine the compensation actually paid. | | 6. | Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2022 through the end of the applicable fiscal year, assuming reinvestment of dividends. | | 7. | The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |

  34. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs The following table details all adjustments made to non-PEO NEO compensation to determine 2025 Compensation Actually Paid.

  35. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    | Fiscal Year | Summary Compensation Table Total | (Minus): Grant Date Value of Equity Awards Granted in the Fiscal Year | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Comp- ensation | Compensation Actually Paid | | 2025 | $1,316,861 | ($68,948) | $43,430 | ($249,731) | $29,620 | ($82,106) | $0 | $0 | $989,127 | | 2024 | $2,399,937 | ($1,707,996) | $686,372 | ($441,083) | $0 | ($176,879) | $0 | $0 | $760,350 | | 2023 | $1,782,960 | ($1,260,497) | $300,520 | ($546,207) | $0 | ($38,247) | ($99,593) | $0 | $138,937 |

  36. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date value of the awards as reported in the Summary Compensation Table.

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding, unvested equity awards held by each NEO as of December 31, 2025, including the vesting dates for the portions of these awards that had not vested as of that date. All equity awards listed below were issued from our equity incentive plan.

  38. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares of Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested At Threshold Performance ($) (2) | | Kenneth D. Tuchman | - | - | - | - | - | | Kenneth “Kenny” R. Wagers | 3/1/2024 | 230,714 (3) | 830,570 | - | - | | | 10/4/2024 | 30,069 (4) | 108,248 | 154,639 | 278,350 | | | 5/5/2025 | 24,128 (5) | 86,861 | - | - | | John P. Abou | 7/17/2024 | 77,923 (6) | 280,523 | - | - | | | 10/4/2024 | 20,619 (4) | 74,228 | 42,955 | 77,319 |

  39. Outstanding Equity Awards at Fiscal Year-End

    | 1. | The dollar amounts are determined by multiplying (i) the number of share units by (ii) $3.60, which was the closing price of our common stock on December 31,2025, the last trading day of 2025. | | 2. | The dollar amounts are determined by multiplying (i) the number of share units reported by 50% (threshold) by (ii) $3.60, which was the closing price of our common stock on December 31, 2025, the last trading day of 2025. Performance-based RSUs vest based on achievement of revenue and adjusted EBITDA goals over a three-year performance period. | | 3. | The unvested portion of this time-in-service-based RSU award vests in four equal installments beginning on March 1, 2026, and on each anniversary thereafter, subject to continued employment. | | 4. | The unvested portion of this time-in-service-based RSU award is scheduled to vest on October 4, 2026, subject to continued employment. | | 5. | The unvested portion of this time-in-service based RSU award is scheduled to vest in two equal installments on May 30, 2026, and May 30, 2027, subject to continued employment. | | 6. | The unvested portion of this time-in-service-based RSU award is scheduled vest in four equal installments beginning on July 17, 2026, and on each anniversary thereafter, subject to continued employment. |

  40. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Although we are not required to provide disclosure regarding termination or change in control payments, we include the following narrative to explain key terms of our executive compensation arrangements. Each of our NEOs is employed pursuant to an employment agreement with the Company. In addition to specifying base salary and annual incentive eligibility, these agreements establish severance entitlements and change-in-control provisions applicable to each officer, as summarized below. Termination Without Cause. In the event of termination without cause:

  41. Potential Payments Upon Termination or Change-in-Control

    | ● | Mr. Tuchman is entitled to receive:(i) 24 months of salary continuation ($2) and the value of “continued benefits,” including personal use of the Company aircraft, an automobile allowance, executive health, dental and vision insurance premiums, life insurance premiums, deferred death benefits and 401(k) plan matching contributions, equal to two times the value at time of separation. For purposes of the auto allowance and aircraft, each such benefit will be determined as reported in the summary compensation table of the Company’s proxy statement for the prior year. |

  42. Potential Payments Upon Termination or Change-in-Control

    | ● | Mr. Wagers is entitled to receive: (i) 18 months of salary continuation; (ii) 12 months continuation of healthcare benefits; and (iii) prorated annual bonus based on the actual achievement of financial targets and (iv) pro-rated vesting of unvested RSU equity awards. |

  43. Potential Payments Upon Termination or Change-in-Control

    | ● | Mr. Abou is entitled to receive: (i) 12 months of salary continuation and (ii) 12 months continuation of healthcare benefits. |

  44. Potential Payments Upon Termination or Change-in-Control

    Termination for Cause / Voluntary Resignation. In the event of termination for cause or voluntary resignation by an NEO, the NEO is entitled to receive only accrued and unpaid base salary through the date of termination. All unvested equity awards are forfeited. Change in Control. The Company’s equity award agreements provide for double-trigger vesting acceleration upon a change in control, as defined in the Amended and Restated 2020 Equity Incentive Plan. In the event of a change in control followed by involuntary termination or constructive termination within three months prior to or within 12 - 18 months following a change in control event:

  45. Potential Payments Upon Termination or Change-in-Control

    | ● | Mr. Wagers will receive: (i) 24 months of base salary continuation, (ii) 12 months continuation of healthcare benefits, (iii) a prorated annual Performance-Based Cash Incentive Plan payment based on actual Company performance, and (iv) full acceleration of unvested equity awards. |

  46. Potential Payments Upon Termination or Change-in-Control

    | ● | Mr. Abou will receive (i) 18 months of salary continuation, (ii) 12 months continuation of healthcare benefits, and (iii) full acceleration of unvested equity awards. |

  47. Director Compensation Overview

    Director Compensation Overview During 2025, the independent directors’ compensation for Board services was as follows:

  48. Director Compensation Overview

    | ● | An annual retainer of $75,000; | | ● | Additional annual retainer fees for Board Committee service as follows: |

  49. Director Compensation Overview

    | Chair of Audit Committee | $27,000 | | Members of Audit Committee | $13,500 | | Chair of Compensation Committee | $20,000 | | Members of Compensation Committee | $10,000 | | Chair of Nominating and Governance Committee | $15,000 | | Members of Nominating and Governance Committee | $7,500 | | Chair of the Security and Technology Committee | $15,000 | | Members of the Security and Technology Committee | $7,500 |

  50. Director Compensation Overview

    | ● | An annual grant of $190,000 of RSUs, based on the fair market value of our common stock on the grant date. The RSUs vest on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting, or any change-in-control event (as defined in the relevant RSU agreement). |

  51. Director Compensation Overview

    The employee director(s) do not receive additional compensation for their Board service. During 2025, some of our independent directors received additional compensation for Special Committee services. In order to evaluate the unsolicited, preliminary, non-binding proposal from TTEC founder, Chairman and Chief Executive Officer, Kenneth Tuchman, to take the Company private at a proposed purchase price of $6.85 per share (the “Non-Binding Proposal”), the Board formed a Special Committee of the Board consisting of Mr. Anenen, Mr. Bahl, Mr. Conley (chair), and Mr. Frerichs. On November 4, 2024, the Board approved additional compensation for members of the Special Committee of the Board as follows: the chair of the Special Committee was to receive a retainer fee in the amount of $40,000 and an additional monthly fee of $20,000 up to an aggregate total compensation of $160,000; and the other members of the Committee were to receive a retainer fee of $30,000 and an additional monthly fee of $15,000 up to an aggregate total compensation of $120,000. On April 3, 2025, the Board approved the following changes to the compensation for the members of the Special Committee of the Board: effective April 1, 2025, the Special Committee chair’s compensation would be $15,000 per month and the other Special Committee of the Board members’ compensation would be $12,000 per month until such time as the Special Committee of the Board was dissolved. The Special Committee of the Board was dissolved effective August 15, 2025, following the notification by Mr. Tuchman that he was not moving forward with the Non-Binding Proposal. The following table summarizes the actual total compensation of our independent directors for 2025:

  52. Director Compensation Overview

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Steven J. Anenen | $210,000 | $190,000 | $400,000 | | Tracy L. Bahl | $194,000 | $190,000 | $384,000 | | Gregory A. Conley | $247,000 | $190,000 | $437,000 | | Robert N. Frerichs | $212,500 | $190,000 | $402,500 | | Marc L. Holtzman | $82,500 | $190,000 | $272,500 | | Gina L. Loften | $92,500 | $190,000 | $282,500 |

  53. Director Compensation Overview

    | 1. | During 2025, in addition to all other fees paid by the Company to the Board members, for their Special Committee services, Mr. Anenen, Mr. Bahl, and Mr. Frerichs were each paid $99,000, and Mr. Conley, as the chair of the Special Committee, was paid $127,500. | | 2. | Reflects the aggregate grant date value of 2025 non-employee director RSU awards for financial statement reporting purposes, determined in accordance with FASB ASC Topic 718. For information regarding assumptions used to compute grant date value with respect to the RSU awards, see Section 19 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. Each 2025 non-employee director RSU award covered 36,965 shares of TTEC stock, calculated by dividing the intended value of $190,000 by the $5.14 per share closing price of our common stock on the date of grant, and rounding down to the nearest whole number of shares. As of December 31, 2025, each independent director held 36,965 unvested restricted stock unit awards. |

  54. DIRECTORS

    DIRECTORS Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the TBOC or the Certificate of Formation. Section 3.2 Number of Directors. The Board of Directors shall consist of one or more members, each of whom shall be a natural person. Unless the Certificate of Formation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the Board of Directors; provided, that such number shall not be less than two (2) nor more than eleven (11). No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. Section 3.3 Election, Term of Office and Qualification of Directors. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next succeeding annual meeting. Except as provided in Section 3.4 of these Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be shareholders and need not be residents of the State of Texas unless so required by the Certificate of Formation or these Bylaws, but they must have been nominated by either the Board of Directors or by shareholders in accordance with the procedures set forth in these Bylaws, the corporation’s Corporate Governance Guidelines, and applicable law in order to be eligible for election as directors. Section 3.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is received by the Corporation unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation shall not be necessary to make it effective. Unless otherwise provided in the Certificate of Formation or these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the Certificate of Formation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled in any manner permitted by the TBOC, including by (1) the Board of Directors at any meeting of the Board of Directors by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or (2) a sole remaining director, in each case to the extent permitted by the TBOC and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Notwithstanding the foregoing, during the period between two successive annual meetings of shareholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors. Section 3.5 Place of Meetings; Meetings by Telephone. The Board of Directors may hold meetings, both regular and special, either within or outside the State of Texas. Unless otherwise restricted by the Certificate of Formation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 3.7 Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board of Directors or the Chief Executive Officer, and shall be called by the Chairman of the Board or the Secretary at the request of a majority of the members of the Board of Directors. Notice of meetings shall be given at least twenty-four (24) hours prior to the meeting, either personally, by telephone, by mail or, on consent of a director, by electronic transmission. Section 3.8 Quorum; Voting. At all meetings of the Board of Directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or in his or her absence, by the Chief Executive Officer, or in his or her absence, by a chair chosen at the meeting. The Secretary shall, if present, act as secretary of the meeting, but, in his or her absence, the chair of the meeting may appoint any person to act as secretary of the meeting. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Certificate of Formation or these Bylaws. To the maximum extent permitted by the TBOC, in the event a director or directors abstain or are disqualified from a vote, the majority vote of the director or the directors thereof not abstaining or disqualified from voting, whether or not such director or directors constitute a quorum, shall be the act of the Board of Directors. Section 3.9 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

  55. DIRECTORS

    Section 3.10 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Formation or these Bylaws, the Board of Directors shall have authority to determine, from time to time, the amount of compensation which shall be paid to its members for their services as directors and as members of committees. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.11 Removal of Directors. Unless otherwise provided in the Certificate of Formation or these Bylaws, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, shareholders holding a majority of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office. Section 3.12 Director Nominations. (a) Who May Make Director Nominations. Nominations of any person for election to the Board of Directors at an annual meeting, or at a special meeting called by the Board of Directors pursuant to Section 2.3 of these Bylaws at which a director or directors will be elected, may be made only as follows: (i) By or at the direction of the Board of Directors, including by any committee or persons appointed by the Board of Directors, or (ii) By a shareholder who: (A) was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.12 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 3.12 and Rule 14a-19 promulgated by the Commission under the Exchange Act (“Rule 14a-19”) as to such nomination. This Section 3.12(a)(ii) shall be the exclusive means for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or a special meeting. (b) Requirement of Timely Notice of Shareholder Director Nominations. Without exception, for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the shareholder must do each of the following: (i) Provide Timely Notice thereof in accordance with the provisions of Section 2.4(c) of these Bylaws in writing and in proper form to the Secretary of the Corporation, and (ii) Provide any updates or supplements to such notice at the times and in the forms required by Section 2.4(e) of these Bylaws. Without exception, if the election of directors is a matter specified in the notice of special meeting called by the Board of Directors pursuant to Section 2.3 of these Bylaws, then for a shareholder to make any nomination of a person or persons for election to the Board of Directors at that special meeting, the shareholder must do each of the following: (i) Provide Timely Notice thereof in accordance with the provisions of the following full paragraph in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, and (ii) Provide any updates or supplements to such notice at the times and in the forms required by Section 2.4(e) of these Bylaws. To be timely, a shareholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of such special meeting, or, if later, ten days following the day on which a Public Announcement (as defined in Section 2.4(h)(ii) of these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment, postponement, or cancellation of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. (c) Requirements for Proper Form of Notice of Shareholder Director Nominations. To be in proper form for purposes of this Section 3.12, a shareholder’s notice to the Secretary shall set forth: (i) Shareholder Information. As to each Nominating Person (as defined in Section 3.12(e) of these Bylaws): (A) the Shareholder Information (as defined in Section 2.4(d)(i) of these Bylaws, except that for purposes of this Section 3.12(c)(i), the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(d)(i) of these Bylaws); (B) a representation that the Nominating Person intends to comply with Rule 14a-19, including the requirement to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote in the election of directors; and (C) all other information required by Rule 14a-19. (ii) Information Regarding Disclosable Interests. As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(d)(ii) of these Bylaws, except that for purposes of this Section 3.12(c)(ii), the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(d)(ii) of these Bylaws); (iii) Information Regarding Proposed Nominees. As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a shareholder’s notice pursuant to Section 3.12(c)(i) of these Bylaws if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act and Regulation 14A promulgated by the Commission thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement, between or among any Nominating Person, on the one hand, and each proposed nominee and such nominee’s respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K of the rules and regulations promulgated by the Commission (“Regulation S-K”) if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement as provided in Section 3.12(d) of these Bylaws.

  56. DIRECTORS

    (d) Submission of Questionnaire, Representation, and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, the proposed nominee must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board) to the Secretary at the principal executive offices of the Corporation (i) a completed written questionnaire (in the form provided by the Secretary of the Corporation) with respect to the background, qualification, stock ownership and independence of such proposed nominee and (ii) upon request of the Corporation, a written representation and agreement (in the form provided by the Corporation), that such person (A) is not, and will not become a party to, any agreement, arrangement or understanding with any person other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed therein, (B) understands his or her duties as a director under the TBOC and agrees to act in accordance with those duties while serving as a director, (C) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question to be decided by the Board, in any case, to the extent that such arrangement, understanding or commitment or assurance (1) could limit or interfere with his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties under applicable law or with policies and guidelines of the Corporation applicable to all directors or (2) has not been disclosed to the Corporation prior to or concurrently with the Nominating Person’s submission of the nomination, and (E) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in effect during such person’s term in office as a director (and, if requested by any proposed nominee, the Secretary shall provide to such proposed nominee all such policies and guidelines then in effect). (e) “Nominating Person.” For purposes of these Bylaws, the term “Nominating Person” shall mean (i) the shareholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such shareholder or beneficial owner, (iv) any person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with such shareholder or beneficial owner, and (v) any “participant” (as defined in Instruction 3 to Item 4 of Schedule 14A) with such shareholder or beneficial owner with respect to any proposed nominations. (f) Update and Supplement of Shareholder Notice of Nominations. A shareholder providing Timely Notice in proper form of any nomination proposed to be made at an annual meeting or a special meeting must further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.12 shall be true and correct and in proper form as of the record date for determining shareholders entitled to vote at such meeting and, if later, as of the date that is ten business days prior to the date of such meeting or any adjournment or postponement thereof, and such update and supplement must be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five business days after the record date for determining shareholders entitled to vote at such meeting (in the case of the update and supplement required to be made as of the record date for determining shareholders entitled to vote at such meeting), and not later than eight business days prior to the date of such meeting, if practicable (or, if not practicable, on the first practicable date prior to the date of such meeting or any adjournment or postponement thereof) (in the case of the update and supplement required to be made as of ten business days prior to the date of such meeting or any adjournment or postponement thereof). Such update and supplement shall (A) be made only to the extent that information has changed in any material respect since the Nominating Person’s prior submission and (B) clearly identify the information that has changed since the Nominating Person’s prior submission. Any information provided pursuant to this Section 3.12(f) shall not be deemed to cure any deficiencies in a notice previously delivered pursuant to this Section 3.12 and shall not extend the time period for the delivery of notice pursuant to this Section 3.12. If a Nominating Person fails to provide any written update or supplement in accordance with this Section 3.12(f), the information as to which such written update or supplement relates may be deemed not to have been provided in accordance with this Section 3.12. (g) Compliance with Exchange Act. In addition to the requirements of this Section 3.12 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall also comply with all other applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to any such nominations. No later than five business days before the applicable meeting of shareholders, the Nominating Person shall provide to the Secretary of the Corporation reasonable evidence, including a written certification, that it (including any others acting in concert with it) has met the requirements of Rule 14a-19 with respect to such nominees. (h) Defective Nominations. Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 3.12 and in compliance with Rule 14a-19. The chair of the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 3.12 and Rule 14a-19, and, if the chair of the meeting so determines, the chair of the meeting shall declare such determination to the meeting and the defective nomination shall be disregarded. Section 3.14 Application to Stock Other Than Common. The provisions of this Article III shall be applicable to the election of directors by holders of classes and series of stock of the Corporation other than its common stock to the extent the holders of such classes and series are provided the right to elect one or more directors, unless in conflict with the express terms of such classes and series of stock as set forth in their governing instruments, in which case the terms of such governing instruments will be controlling.

  57. DIRECTORS

    DIRECTORS Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the TBOC or the Certificate of Formation. Section 3.2 Number of Directors. The Board of Directors shall consist of one or more members, each of whom shall be a natural person. Unless the Certificate of Formation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the Board of Directors; provided, that such number shall not be less than two (2) nor more than eleven (11). No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. Section 3.3 Election, Term of Office and Qualification of Directors. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next succeeding annual meeting. Except as provided in Section 3.4 of these Bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be shareholders and need not be residents of the State of Texas unless so required by the Certificate of Formation or these Bylaws, but they must have been nominated by either the Board of Directors or by shareholders in accordance with the procedures set forth in these Bylaws, the corporation’s Corporate Governance Guidelines, and applicable law in order to be eligible for election as directors. Section 3.4 Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is received by the Corporation unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation shall not be necessary to make it effective. Unless otherwise provided in the Certificate of Formation or these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Unless otherwise provided in the Certificate of Formation or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled in any manner permitted by the TBOC, including by (1) the Board of Directors at any meeting of the Board of Directors by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or (2) a sole remaining director, in each case to the extent permitted by the TBOC and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Notwithstanding the foregoing, during the period between two successive annual meetings of shareholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors. Section 3.5 Place of Meetings; Meetings by Telephone. The Board of Directors may hold meetings, both regular and special, either within or outside the State of Texas. Unless otherwise restricted by the Certificate of Formation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 3.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 3.7 Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board of Directors or the Chief Executive Officer, and shall be called by the Chairman of the Board or the Secretary at the request of a majority of the members of the Board of Directors. Notice of meetings shall be given at least twenty-four (24) hours prior to the meeting, either personally, by telephone, by mail or, on consent of a director, by electronic transmission. Section 3.8 Quorum; Voting. At all meetings of the Board of Directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or in his or her absence, by the Chief Executive Officer, or in his or her absence, by a chair chosen at the meeting. The Secretary shall, if present, act as secretary of the meeting, but, in his or her absence, the chair of the meeting may appoint any person to act as secretary of the meeting. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Certificate of Formation or these Bylaws. To the maximum extent permitted by the TBOC, in the event a director or directors abstain or are disqualified from a vote, the majority vote of the director or the directors thereof not abstaining or disqualified from voting, whether or not such director or directors constitute a quorum, shall be the act of the Board of Directors. Section 3.9 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

  58. DIRECTORS

    Section 3.10 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Formation or these Bylaws, the Board of Directors shall have authority to determine, from time to time, the amount of compensation which shall be paid to its members for their services as directors and as members of committees. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services as determined by the Board from time to time. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.11 Removal of Directors. Unless otherwise provided in the Certificate of Formation or these Bylaws, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, shareholders holding a majority of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office. Section 3.12 Director Nominations. (a) Who May Make Director Nominations. Nominations of any person for election to the Board of Directors at an annual meeting, or at a special meeting called by the Board of Directors pursuant to Section 2.3 of these Bylaws at which a director or directors will be elected, may be made only as follows: (i) By or at the direction of the Board of Directors, including by any committee or persons appointed by the Board of Directors, or (ii) By a shareholder who: (A) was a shareholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.12 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 3.12 and Rule 14a-19 promulgated by the Commission under the Exchange Act (“Rule 14a-19”) as to such nomination. This Section 3.12(a)(ii) shall be the exclusive means for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or a special meeting. (b) Requirement of Timely Notice of Shareholder Director Nominations. Without exception, for a shareholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the shareholder must do each of the following: (i) Provide Timely Notice thereof in accordance with the provisions of Section 2.4(c) of these Bylaws in writing and in proper form to the Secretary of the Corporation, and (ii) Provide any updates or supplements to such notice at the times and in the forms required by Section 2.4(e) of these Bylaws. Without exception, if the election of directors is a matter specified in the notice of special meeting called by the Board of Directors pursuant to Section 2.3 of these Bylaws, then for a shareholder to make any nomination of a person or persons for election to the Board of Directors at that special meeting, the shareholder must do each of the following: (i) Provide Timely Notice thereof in accordance with the provisions of the following full paragraph in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, and (ii) Provide any updates or supplements to such notice at the times and in the forms required by Section 2.4(e) of these Bylaws. To be timely, a shareholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of such special meeting, or, if later, ten days following the day on which a Public Announcement (as defined in Section 2.4(h)(ii) of these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment, postponement, or cancellation of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described above. (c) Requirements for Proper Form of Notice of Shareholder Director Nominations. To be in proper form for purposes of this Section 3.12, a shareholder’s notice to the Secretary shall set forth: (i) Shareholder Information. As to each Nominating Person (as defined in Section 3.12(e) of these Bylaws): (A) the Shareholder Information (as defined in Section 2.4(d)(i) of these Bylaws, except that for purposes of this Section 3.12(c)(i), the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(d)(i) of these Bylaws); (B) a representation that the Nominating Person intends to comply with Rule 14a-19, including the requirement to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote in the election of directors; and (C) all other information required by Rule 14a-19. (ii) Information Regarding Disclosable Interests. As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(d)(ii) of these Bylaws, except that for purposes of this Section 3.12(c)(ii), the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(d)(ii) of these Bylaws); (iii) Information Regarding Proposed Nominees. As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a shareholder’s notice pursuant to Section 3.12(c)(i) of these Bylaws if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act and Regulation 14A promulgated by the Commission thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement, between or among any Nominating Person, on the one hand, and each proposed nominee and such nominee’s respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K of the rules and regulations promulgated by the Commission (“Regulation S-K”) if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement as provided in Section 3.12(d) of these Bylaws.

  59. DIRECTORS

    (d) Submission of Questionnaire, Representation, and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, the proposed nominee must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board) to the Secretary at the principal executive offices of the Corporation (i) a completed written questionnaire (in the form provided by the Secretary of the Corporation) with respect to the background, qualification, stock ownership and independence of such proposed nominee and (ii) upon request of the Corporation, a written representation and agreement (in the form provided by the Corporation), that such person (A) is not, and will not become a party to, any agreement, arrangement or understanding with any person other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed therein, (B) understands his or her duties as a director under the TBOC and agrees to act in accordance with those duties while serving as a director, (C) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question to be decided by the Board, in any case, to the extent that such arrangement, understanding or commitment or assurance (1) could limit or interfere with his or her ability to comply, if elected as director of the Corporation, with his or her fiduciary duties under applicable law or with policies and guidelines of the Corporation applicable to all directors or (2) has not been disclosed to the Corporation prior to or concurrently with the Nominating Person’s submission of the nomination, and (E) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to all directors and in effect during such person’s term in office as a director (and, if requested by any proposed nominee, the Secretary shall provide to such proposed nominee all such policies and guidelines then in effect). (e) “Nominating Person.” For purposes of these Bylaws, the term “Nominating Person” shall mean (i) the shareholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any affiliate or associate of such shareholder or beneficial owner, (iv) any person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with such shareholder or beneficial owner, and (v) any “participant” (as defined in Instruction 3 to Item 4 of Schedule 14A) with such shareholder or beneficial owner with respect to any proposed nominations. (f) Update and Supplement of Shareholder Notice of Nominations. A shareholder providing Timely Notice in proper form of any nomination proposed to be made at an annual meeting or a special meeting must further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.12 shall be true and correct and in proper form as of the record date for determining shareholders entitled to vote at such meeting and, if later, as of the date that is ten business days prior to the date of such meeting or any adjournment or postponement thereof, and such update and supplement must be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not later than five business days after the record date for determining shareholders entitled to vote at such meeting (in the case of the update and supplement required to be made as of the record date for determining shareholders entitled to vote at such meeting), and not later than eight business days prior to the date of such meeting, if practicable (or, if not practicable, on the first practicable date prior to the date of such meeting or any adjournment or postponement thereof) (in the case of the update and supplement required to be made as of ten business days prior to the date of such meeting or any adjournment or postponement thereof). Such update and supplement shall (A) be made only to the extent that information has changed in any material respect since the Nominating Person’s prior submission and (B) clearly identify the information that has changed since the Nominating Person’s prior submission. Any information provided pursuant to this Section 3.12(f) shall not be deemed to cure any deficiencies in a notice previously delivered pursuant to this Section 3.12 and shall not extend the time period for the delivery of notice pursuant to this Section 3.12. If a Nominating Person fails to provide any written update or supplement in accordance with this Section 3.12(f), the information as to which such written update or supplement relates may be deemed not to have been provided in accordance with this Section 3.12. (g) Compliance with Exchange Act. In addition to the requirements of this Section 3.12 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall also comply with all other applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to any such nominations. No later than five business days before the applicable meeting of shareholders, the Nominating Person shall provide to the Secretary of the Corporation reasonable evidence, including a written certification, that it (including any others acting in concert with it) has met the requirements of Rule 14a-19 with respect to such nominees. (h) Defective Nominations. Notwithstanding anything in these Bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 3.12 and in compliance with Rule 14a-19. The chair of the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 3.12 and Rule 14a-19, and, if the chair of the meeting so determines, the chair of the meeting shall declare such determination to the meeting and the defective nomination shall be disregarded. Section 3.14 Application to Stock Other Than Common. The provisions of this Article III shall be applicable to the election of directors by holders of classes and series of stock of the Corporation other than its common stock to the extent the holders of such classes and series are provided the right to elect one or more directors, unless in conflict with the express terms of such classes and series of stock as set forth in their governing instruments, in which case the terms of such governing instruments will be controlling.