0001209191-16-116341.txt : 20160429 0001209191-16-116341.hdr.sgml : 20160429 20160429114248 ACCESSION NUMBER: 0001209191-16-116341 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160428 FILED AS OF DATE: 20160429 DATE AS OF CHANGE: 20160429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WEST CORP CENTRAL INDEX KEY: 0001024657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470777362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11808 MIRACLE HILLS DR CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4025717700 MAIL ADDRESS: STREET 1: 11808 MIRACLE HILLS DR. CITY: OMAHA STATE: NE ZIP: 68154 FORMER COMPANY: FORMER CONFORMED NAME: WEST TELESERVICES CORP DATE OF NAME CHANGE: 19961010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Theophilus Nicole B CENTRAL INDEX KEY: 0001578155 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35846 FILM NUMBER: 161603984 MAIL ADDRESS: STREET 1: C/O CONAGRA FOODS, INC. STREET 2: ONE CONAGRA DRIVE, MS 1-330 CITY: OMAHA STATE: NE ZIP: 68102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-04-28 0 0001024657 WEST CORP WSTC 0001578155 Theophilus Nicole B WEST CORPORATION 11808 MIRACLE HILLS DRIVE OMAHA NE 68154 0 1 0 0 Chief Human Resources Officer Common Stock 10000 D Performance-based Restricted Stock Units 0.00 Common Stock 15000 D Restricted stock granted under the terms of the West Corporation Amended and Restated 2013 Long-Term Incentive Plan. Under the terms of the restricted stock grant, the restricted stock vests as to one-fourth of the shares on each of the first four anniversary dates of March 1, 2016. Performance-based restricted stock units granted under the terms of the West Corporation 2013 Amended and Restated Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive between zero and 1.75 shares of West common stock. Under the terms of the restricted stock unit grant, the restricted stock unit is subject to vesting based on the specified performance measure (total shareholder return) during the 3-year period beginning on March 1, 2016 and ending on February 28, 2019. Shares of West common stock will be delivered to the reporting person following the vesting date based on the specified performance measure. /s/ Nicole B. Theophilus (signed by Deneen Shadewald as Power of Attorney for Reporting Person) 2016-04-29 EX-24.3_650515 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints Jan D. Madsen, Robert Patrick Shields and Deneen K. Shadewald, and each of them individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of West Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing including, without limitation, submission of a Form ID. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of April, 2016. Nicole B. Theophilus Signature Nicole B. Theophilus Print Name STATE OF NEBRASKA COUNTY OF DOUGLAS On this 20th day of April, 2016, Nicole B. Theophilus personally appeared before me, and acknowledged that she executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Elizabeth C. Buell Notary Public 09-14-2019 My Commission Expires: