Item 5. Other Information
ITEM 5. OTHER INFORMATION
John Abou Appointment as Chief Executive Officer of TTEC Engage. Effective August 5, 2026, the Company appointed John Abou, as Chief Executive Officer of TTEC Engage business segment. Mr. Abou previously served as the President of this business segment. As a result of this appointment, Mr. Abou continues to be an executive officer of the Company. Information about Mr. Abou and his past business experience is set forth in the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on April 10, 2026. In connection with his appointment, on August 5, 2026, TTEC Services Corporation, the wholly subsidiary of the Company and the main operating company for TTEC Engage business segment entered into an amendment to Mr. Abou’s Employment Agreement, dated as of July 17, 2024, (the “Amendment”).
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Pursuant to the Amendment Mr. Abou’s base salary increased from $600,000 to $625,000; his annual variable incentive plan target opportunity was set at up to 100% of base salary beginning with the 2026 performance year, with a guaranteed 2027 variable incentive payment (payable in 2028) equal to the greater of 50% of target ($312,500) or the amount actually earned based on performance. The Amendment also provides for a long-term incentive award consisting of 300,000 restricted stock units (“RSUs) vesting in two equal installments on the 12- and 18-month anniversaries of the grant date, and 426,000 performance-based restricted stock units (“PRSUs) eligible to vest based on TTEC Engage’s adjusted EBITDA performance through fiscal year 2028. If the Company experiences a change in control event before December 31, 2028, the PRSU portion of the award would convert to RSUs as if TTEC Engage performed at target for fiscal year 2028 with a vesting schedule to be aligned with the RSU portion of this long-term incentive award. The Amendment also modifies Mr. Abou’s severance entitlement to 18 months of base salary in case of a termination without cause or for good reason, and to two times base salary upon a qualifying termination in connection with a change in control event. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Christopher Brown Appointment as President of TTEC Digital . As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2026, the Company announced the appointment of Christopher J. Brown as President of TTEC Digital. As a result of this appointment, Mr. Brown became an executive officer of the Company. Information about Mr. Brown and his past business experience is set forth in the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on April 10, 2026. In connection with Mr. Brown’s appointment, on August 5, 2026, TTEC Digital LLC, the wholly owned subsidiary of the Company, and the main operating company of TTEC Digital business segment entered into an executive employment agreement with Mr. Brown effective the date of his appointment (“Brown Employment Agreement”). Pursuant to the terms of the Brown Employment Agreement, his base salary was set at $500,000; his annual variable incentive plan target opportunity and his long-term incentive program (“LTIP”) opportunity was set at up to 100% of base salary. The Brown Employment Agreement also sets Mr. Brown’s severance entitlement to 18 months of base salary in case of a termination without cause or for good reason, and two times base salary upon a qualifying termination in connection with a change in control event. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q or a subsequent filing.
Executive Retention Program. On July 24, 2026, the Compensation Committee of the Board approved a one-time senior executive retention bonus program (the “Retention Program”) to incentivize continuity of leadership among the Chief Executive Officer’s direct reports through one or more anticipated transformational transactions in 2026–2027, including potential mergers and acquisitions, financing transactions, restructurings, or asset divestitures. All of the Chief Executive Officer’s direct reports participate in the Retention Program. Awards are structured as cash and/or cash and RSUs, vesting in two equal tranches 12 and 18 months after grant, subject to continued employment, with prorated payment upon a qualifying involuntary termination. The receipt of the awards is contingent on the participants’ continuing employment with the Company as of payment/vesting dates, provided however that the awards are subject to proration, if the participants’ employment with the Company is terminated for any reason, except cause, before the payment/vesting dates.
The Company’s participating named executive officers were granted the following awards: effective July 24, 2026, Kenneth R. Wagers, III, Chief Financial Officer, was granted 100,000 RSUs (grant date fair value of $210,000) and a $350,000 cash award, for a total value of $560,000, with the cash award payable 50% in July 2027 and 50% in January 2028 , and the RSUs vesting on July 24, 2027 and January 24, 2028; Christopher J. Brown, President of TTEC Digital, was granted 75,000 RSUs (grant date fair value of $157,500) and a $300,000 cash award, for a total value of $457,500, on the same schedule as Mr. Wagers; and John Abou, Chief Executive Officer of TTEC Engage, was granted a cash award of $625,000, payable 50% in March, 2027 and the remaining 50% in April 2027. See Exhibits 10.3 and 10.4.
During the three months ended June 30, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit
Incorporated Herein by Reference
No.
Exhibit Description
Form
Exhibit
Filing Date
3.1
Certificate of Formation of TTEC Holdings, Inc., a Texas corporation, dated May 22, 2026
8-K
3.1
5/27/2026
3.2
Bylaws of TTEC Holdings, Inc., a Texas corporation
8-K
3.2
5/27/2026
4.1*
Description of Securities of TTEC Holdings, Inc. registered pursuant to Section 12 of the Securities Act of 1934
10.1*
Amendment to Executive Employment Agreement on July 17, 2024, executed to be effective August 5, 2026, by and between John P. Abou and TTEC Services Corporation
10.2*
Executive Employment Agreement executed on August 7, 2026 to be effective as of the date of appointment on March 17, 2026, by and between Christopher J. Brown and TTEC Digital LLC
10.3*
Form of Retention Award Agreement pursuant to the 2026 Executive Retention Program, used for Kenneth R. Wagers, III, Christopher J. Brown, and other participating senior executives, effective July 24, 2026, executed on various dates between August 4, 2026 and August 7, 2026
10.4*
Retention Award Agreement, effective July 24, 2026, executed on August 7, 2026, by and between John P. Abou and TTEC Services Corporation, pursuant to the 2026 Executive Retention Program
10.99*
Eleventh Amendment to Amended and Restated Credit Agreement and Restated Security Agreement for a senior secured revolving credit facility with a syndicate of lenders led by Wells Fargo Bank, National Association, as agent, swing line and fronting lender
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2*
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
The cover page from TTEC Holdings, Inc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included in Exhibit 101)
*
Filed or furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TTEC HOLDINGS, INC.
(Registrant)
Date: August 10, 2026
By:
/s/ Kenneth D. Tuchman
Kenneth D. Tuchman
Chairman and Chief Executive Officer
Date: August 10, 2026
By:
/s/ Kenneth R. Wagers, III
Kenneth R. Wagers, III
Chief Financial Officer
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