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
July 14, 2015
(Date of Earliest Event Reported)
West Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 001-35846 | 47-0777362 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) |
11808 Miracle Hills Drive, Omaha, Nebraska 68154
(Address of principal executive offices)
Registrant’s telephone number, including area code: (402) 963-1200
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 14, 2015, the Board of Directors (the “Board”) of West Corporation (the “Company”) increased the size of the Board by one to a total of nine members and, following such increase, elected Diane Offereins as a member of the Board to a term expiring at the annual meeting of stockholders to be held in 2017. Since April 2010, Ms. Offereins has served as Executive Vice President and President—Payment Services of Discover Financial Services, a direct banking and payment services company. Previously, she served as Executive Vice President, Payment Services (2008 to 2010) and Executive Vice President and Chief Information Officer (1998 to 2010) for Discover Financial Services.
The Board has determined that Ms. Offereins is independent in accordance with the requirements of the NASDAQ Stock Market. Ms. Offereins will receive the compensation established by the Company from time-to-time for non-employee directors (excluding non-employee directors affiliated with the Company’s sponsors), including an annual cash retainer fee of $75,000 and an equity grant of shares of the Company’s common stock with a fair market value equal to $100,000.
There are no arrangements or understandings between Ms. Offereins and any other persons pursuant to which she was selected as a director, and Ms. Offereins has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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 hereunto duly authorized.
| WEST CORPORATION | ||||||
| Dated: July 14, 2015 | By: | /s/ Jan D. Madsen | ||||
| Jan D. Madsen | ||||||
| Chief Financial Officer | ||||||
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