UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 24, 2017
TeleTech Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-11919 |
|
84-1291044 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer |
9197 S. Peoria Street, Englewood, CO |
|
80112-5833 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: 303-397-8100
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2017, TeleTech Holdings, Inc. (the Company) held its 2017 Annual Meeting of Stockholders (the Annual Stockholders Meeting). At the Companys Annual Stockholders Meeting, Ms. Ekta Singh-Bushell was elected as a member of the Companys Board of Directors (the Board). Ms. Singh-Bushells term starts immediately and she will serve until the next annual meeting of stockholders.
Ms. Singh-Bushell, 45, recently resigned from her role as deputy first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York in order to take this position. From 2015 to 2016, she was a partner at DecisionGPS LLC, a business analytics start-up and she continues to serve as a strategic board advisor to the company. Since 2015, Ms. Singh-Bushell has been serving as a member of the board of directors for LifeStream (Taxonometrics, Inc.). Between 1998 and 2015, Ms. Singh-Bushell served in various leadership roles with Ernst & Young, including global client services partner between 2005 and 2015, global and Americas IT Effectiveness leader, Northeast advisory people leader, and US innovation & digital strategy leader. Ms. Singh-Bushell is a licensed certified public accountant (CPA) and holds advanced international certifications in governance, information systems security, audit and control. From 2004 to 2014, Ms. Singh-Bushell served in various leadership roles including treasurer and audit committee chair for the Asian American Federation.
As of the date of this report, neither Ms. Singh-Bushell, nor any of her immediate family members, is a party (directly or indirectly) to any transaction subject to reporting pursuant to Item 404(a) of Regulation S-K. Ms. Singh-Bushell will be compensated consistent with the compensation program for non-employee directors.
The Board appointed Ms. Singh-Bushell to serve on the Boards Audit Committee. A copy of the Companys press release issued on May 30, 2017, regarding Ms. Singh-Bushells election is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Ms. Singh-Bushell takes the place on the Board formerly occupied by Mr. Shrikant Mehta, who retired from the Board as of the date of the Annual Stockholders Meeting. Mr. Mehtas decision to retire from the Board after thirteen years of service to the Company was not due to any disagreements with the Board or Companys management.
At the Annual Stockholders Meeting, stockholders voted on the following proposals:
1. The election of seven directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified. Each director was elected with the votes cast as follows:
Nominee |
|
For |
|
Abstain |
|
Broker |
|
Kenneth D. Tuchman |
|
43,721,136 |
|
1,676 |
|
1,493,426 |
|
Steven J. Anenen |
|
43,181,491 |
|
1,576 |
|
1,493,426 |
|
Tracy L. Bahl |
|
43,627,558 |
|
1,576 |
|
1,493,426 |
|
Gregory A. Conley |
|
42,575,729 |
|
1,576 |
|
1,493,426 |
|
Robert N. Frerichs |
|
42,893,771 |
|
1,576 |
|
1,493,426 |
|
Marc L. Holtzman |
|
42,763,777 |
|
1,577 |
|
1,493,426 |
|
Ekta Singh-Bushell |
|
43,766,594 |
|
1,577 |
|
1,493,426 |
|
2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2017. The appointment was ratified with the votes cast as follows:
For |
|
Against |
|
Abstain |
|
Broker |
|
45,008,431 |
|
350,703 |
|
4,222 |
|
|
|
3. The approval, on an advisory basis, of the compensation of the Companys named executive officers. The compensation was approved, on an advisory basis, with the votes cast as follows:
For |
|
Against |
|
Abstain |
|
Broker |
|
43,696,275 |
|
169,231 |
|
4,424 |
|
1,493,426 |
|
99.60% of shares that voted and 95.47% of shares outstanding voted in favor the Companys named executive officers compensation.
4. The approval, on an advisory basis, of the Frequency of Say-On-Pay Votes Every Three Years. The Frequency of Say-on-Pay Votes Every Three Years was approved, on an advisory basis, with the votes cast as follows:
3 Years |
|
2 Years |
|
1 Year |
|
Broker |
|
36,387,488 |
|
17,875 |
|
7,454,225 |
|
1,503,768 |
|
82.96% of shares that voted and 79.50% of shares outstanding voted in favor of the frequency of say-on-pay votes every three years.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated May 30, 2017.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TeleTech Holdings, Inc. | |
|
|
(Registrant) | |
|
| ||
|
| ||
Date: May 30, 2017 |
By: |
/s/ Margaret B. McLean | |
|
|
Margaret B. McLean, Senior Vice President, | |
|
|
General Counsel & Corporate Secretary | |
Exhibit 99.1
9197 South Peoria Street
Englewood, CO 80112 |
1.800.TELETECH
teletech.com |
TeleTech Elects Ekta Singh-Bushell to its Board of Directors
DENVER, Colo., May 30, 2017 TeleTech Holdings, Inc. (NASDAQ: TTEC), a leading global provider of customer experience, engagement, and growth solutions delivered through a proprietary, end-to-end Customer Engagement as a Service offering, today announced that Ms. Ekta Singh-Bushell was elected to the Board of Directors at the Companys 2017 Annual Stockholders Meeting. The Board appointed Ms. Singh-Bushell as a member of its Audit Committee. Her term begins immediately and she will serve until the next annual stockholders meeting.
Prior to joining TeleTechs Board, Ms. Singh-Bushell was a deputy first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. She spent most of her professional career in various leadership roles with Ernst & Young, including global client services partner, global and Americas IT Effectiveness leader, Northeast advisory people leader, and U.S. innovation & digital strategy leader. Ms. Singh-Bushell is a licensed certified public accountant and holds advanced international certifications in governance, information systems security, audit and controls.
Ms. Singh-Bushell commented, Delivering the promise of exceptional customer experience continues to be a make or break for all companies. TeleTechs customer engagement as a service offering is unparalleled. I look forward to working alongside Ken, the TeleTech Board, and the management team in expanding the business and furthering its mission to bring humanity to customer experiences.
We are pleased to welcome Ekta as a member of TeleTechs Board of Directors, said Ken Tuchman, chairman and chief executive officer of TeleTech. As the demand for transformative customer experience solutions accelerate on a global scale, her international experience in finance, audit, technology, cybersecurity, multi-sector strategy and business launch provide necessary and desired skills, experience, and perspective to our Board.
Tuchman continued, Ms. Singh-Bushell takes the place on the Board formerly occupied by Mr. Shrikant Mehta, who retired from the Board as of the date of the Annual Stockholders Meeting. His thirteen years of thought-leadership and contribution are greatly appreciated and he will be missed.
ABOUT TELETECH
TeleTech (NASDAQ: TTEC) is a leading global provider of customer experience, engagement and growth solutions delivered through a proprietary Customer Engagement as a Service offering. Founded in 1982, the Company helps its clients acquire, retain and grow profitable customer relationships. Using customer-centric strategy, technology, processes and operations, TeleTech partners with business leadership across marketing, sales and customer care to design and deliver a simple, more human customer experience across every interaction channel. TeleTechs 48,000 employees live by a set of customer-
Investor Contact Paul Miller 303.397.8641 |
Media Contact Olivia Griner 303.397.8999 |
focused values that guide relationships with clients, their customers, and each other. To learn more about how TeleTech is bringing humanity to the customer experience, visit TeleTech.com.
FORWARD-LOOKING STATEMENTS
Statements in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, relating to our operations, expected financial position, results of operation, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance. We use words such as may, believe, plan, will, anticipate, estimate, expect, intend, project, would, could, target, or similar expressions, or when we discuss our strategy, plans, goals, initiatives, or objectives, we are making forward-looking statements.
We caution you not to rely unduly on any forward-looking statements. Actual results may differ materially from what is expressed in the forward-looking statements, and you should review and consider carefully the risks, uncertainties and other factors that affect our business and may cause such differences as outlined but are not limited to factors discussed in the sections entitled Risk Factors included in TeleTechs filings with the US Securities and Exchange Commission (the SEC), including our most recent Annual Report on Form 10-K and subsequent quarterly financial reports on Form 10-Q. TeleTechs filings with the SEC are available in the Investors section of TeleTechs website, www.teletech.com and at the SECs public website at www.sec.gov. Our forward-looking statements speak only as of the date of the press release and we undertake no obligation to update them, except as may be required by applicable laws.
###