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United States securities and exchange commission logo
August 22, 2023
Kenneth D. Tuchman
Chairman and Chief Executive Officer
TTEC Holdings, Inc.
6312 South Fiddlers Green Circle
Suite 100N
Greenwood Village, CO 80111
Re: TTEC Holdings, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 11,
2023
File No. 001-11919
Dear Kenneth D. Tuchman:
We have limited our review of your most recent definitive proxy
statement to those
issues we have addressed in our comments. Please respond to these
comments by confirming that
you will revise your future proxy disclosures in accordance with the
topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 11, 2023
Pay Versus Performance, page 53
1. In footnote 1, please
ensure that you identify each named executive officer included in the
calculation of average
non-PEO compensation for every year presented, including the
most recent fiscal
year. See Regulation S-K Item 402(v)(3).
2. We note that you
include Revenue, Adjusted Operating Income, and Adjusted EBITDA as
your Company-Selected
Measures. Regulation S-K Item 402(v)(2)(vi) permits you to
designate only one
Company-Selected Measure, which, in your assessment, "represents
the most important
financial performance measure (that is not otherwise required to be
disclosed in the table)
used by [you] to link compensation actually paid to [your] named
executive officers, for
the most recently completed fiscal year, to company performance."
Please ensure that you
include only one Company-Selected Measure in the pay versus
performance table.
You may elect to
provide in the table one or more performance measures in addition to the
Company-Selected
Measure, provided that the disclosures about those measures "may not
be misleading or
obscure the required information, and the additional performance
measures may not be
presented with greater prominence than the required disclosure." See
Kenneth D. Tuchman
TTEC Holdings, Inc.
August 22, 2023
Page 2
Pay Versus Performance, Release No. 34 95607 (Apr. 29, 2015) [87 FR
55134 (Sept. 8,
2022)] at 55159. Note that each additional measure must also be
accompanied by a clear
description of the relationship between executive compensation
actually paid to your
PEO, and, on average, to the other named executive officers, and that
measure, across the
fiscal years presented. See Regulation S-K Item 402(v)(5)(iv).
3. We note that you include in the pay versus performance table the
non-GAAP measures
Adjusted Operating Income and Adjusted EBITDA, and we note your
tabular disclosure
of "GAAP vs. Adjusted Performance." Please ensure that you provide
disclosure showing
how these numbers are calculated from your audited financial
statements, as required
by Regulation S-K Item 402(v)(2)(vi). If the disclosure appears in a
different part of the
definitive proxy statement, you may satisfy the disclosure requirement
by a cross-
reference thereto; however, incorporation by reference to a separate
filing will not satisfy
this disclosure requirement.
4. While we note your disclosure "Company TSR and Peer Group TSR" on page
55, it
appears that you have not provided all of the relationship disclosures
required by
Regulation S-K Item 402(v)(5). Please ensure that you provide this
required disclosure in
its entirety. Although you may provide this information graphically,
narratively, or a
combination of the two, this disclosure must be separate from the pay
versus performance
table required by Regulation S-K Item 402(v)(1) and must provide a
clear description of
each separate relationship indicated in Regulation S-K Item
402(v)(5)(i)-(iv). Please note,
it is not sufficient to state that no relationship exists, even if a
particular measure is not
used in setting compensation.
5. In calculating the compensation actually paid for the non-PEO named
executive officers,
you indicate that you exclude the value of certain outstanding and
unvested performance-
based equity awards that were granted in the covered fiscal year.
Regulation S-K Item
402(v)(2)(iii)(C)(1)(i) requires that you include the "fair value as
of the end of the covered
fiscal year of all awards granted during the covered fiscal year that
are outstanding and
unvested as of the end of the covered fiscal year." In your
calculations of
compensation actually paid, please ensure that you include the fair
values required by
Regulation S-K Item 402(v)(2)(iii)(C)(1)(i).
Please contact Eric Envall at 202-551-3234 or Charlie Guidry at
202-551-3621 with any
questions.
FirstName LastNameKenneth D. Tuchman Sincerely,
Comapany NameTTEC Holdings, Inc.
Division of
Corporation Finance
August 22, 2023 Page 2 Disclosure
Review Program
FirstName LastName