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April 10, 2015

Dear Stockholders:

It is my pleasure to invite you to join us at the Annual Meeting of Stockholders of TeleTech Holdings, Inc., to be held at 9197 South Peoria Street, Englewood, Colorado. The meeting will take place on Wednesday, May 20, 2015, at 10:00 a.m., Mountain Daylight Time. At the meeting, we will report on TeleTech’s results for 2014 and comment on our expectations for the upcoming year. We hope you are able to attend.

Details regarding admission to the meeting and the business to be conducted at the meeting are provided in the Notice of the Annual Stockholders Meeting and the accompanying Proxy Statement. Together with the Proxy Statement, we are making available a copy of our 2014 Annual Report to Stockholders. We encourage you to read our Annual Report, which includes our audited financial statements and provides detailed information about our business.

We elected to provide access to our proxy materials via the internet under the U.S. Securities and Exchange Commission’s internet notice and access rules. In our business, we are focused on improving the customer engagement for our clients. Our aspirations are no different about our stockholders. We believe that by making our proxy materials available via the internet, we enhance our stockholders’ ability to access our information, connect with our business, and understand how TeleTech is governed and managed to maximize stockholder value, the quality and efficiency of services to our clients, and exceptional opportunities for our employees. By providing the proxy materials via the internet, we also reduce the environmental impact of our Annual Meeting. For additional information about the Annual Meeting, please see the Important Information about the Proxy Materials and Voting Your Shares section of this Proxy Statement.

PLEASE VOTE

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read these materials carefully and promptly vote your shares. There are several ways you can vote: via internet, by telephone, by mailing the enclosed proxy, or by attending the meeting in person. Please vote as soon as possible to ensure your vote is recorded promptly. If you hold shares in a brokerage account, your broker will not be able to vote your shares on most matters unless you provide your voting instructions.

On behalf of the Board of Directors and all TeleTech employees, thank you for your continued support of, and confidence in, TeleTech and our business.

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Notice of 2015 Annual Meeting of Stockholders

Wednesday, May 20, 2015

10:00 a.m. Mountain Daylight Time

TeleTech Global Headquarters

9197 South Peoria Street

Englewood, Colorado 80112

ITEMS OF BUSINESS:

At the meeting, our stockholders will be asked to:

·        Elect seven directors named in the Proxy Statement, for a term of one year;

·        Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015;

·        Approve, on an advisory basis, our executive compensation;

·        Re-approve our 2010 Equity Plan, previously approved in 2010; and

·        Transact such other business, including stockholder proposals, as may properly come before the meeting.

The meeting will also include a report on our financial results for fiscal year 2014, our operations, and our business outlook for 2015.

RECORD DATE:

Only stockholders of record at the close of business on March 31, 2015, will be entitled to receive notice of, and to vote at, the 2015 Annual Stockholders Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 20, 2015: This Notice of Annual Meeting and Proxy Statement and the 2014 Annual Report are available at teletech.com.

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9197 South Peoria Street
Englewood, Colorado 80112

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT EXECUTIVE SUMMARY

The summary highlights only selected information contained in this Proxy Statement.  We encourage you to read the entire Proxy Statement and TeleTech 2014 Annual Report before voting your shares.

MATTERS TO BE VOTED ON AT 2015 ANNUAL MEETING

OUR COMPANY

·        Our Company was founded in 1982 and from early days was a pioneer in the customer engagement management industry. Today, we deliver integrated consulting, technology, growth and customer care solutions globally.

·        Our suite of product and service capabilities allows us to design and deliver enhanced, value-driven customer experiences across numerous communication channels for clients in the automotive, communications and media, financial services, government, healthcare, technology, transportation and retail industries.

·        Our solutions are supported by approximately 46,000 employees delivering services in 24 countries from 59 delivery centers on six continents.

·        Our services are value-oriented, outcome-based, and delivered from our four business segments: Customer Management Services (CMS), Customer Growth Services (CGS), Customer Technology Services (CTS) and Customer Strategy Services (CSS).

·        TeleTech maintains the highest ethical, environmental and safety standards everywhere we do business, and, through TeleTech Community Foundation, TeleTech invests in education and development in communities where we live and work.

2014 PERFORMANCE HIGHLIGHTS

·        Our 2014 revenue was $1.24 billion, an increase of 4.1 percent over the year ago period.

·        Operating income was $96.5 million, a 4.9 percent decrease year over year.  The operating margin was 7.8 percent of revenue, down from 8.5 percent in the prior year. The factors that contributed to the operating margin decline included 0.2 percent increase in the acquisition-related amortization expense, 0.7 percent in planned incremental investment in sales and R&D, and a 1.2 percent impact from the variability in our technology services segment, as we repositioned the business for sustained profitable growth.

·        Our net cash from operations decreased to $94.1 million compared to $138 million in the prior year.

·        In 2014, we booked $440 million in new business compared to $365 million in 2013, a 21 percent increase year over year. The bookings mix was diversified across all business verticals with approximately 92 percent coming from existing clients, 48 percent from emerging businesses and 20 percent from clients based outside of the United States.

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·        Our diluted earnings per share were $1.44 compared to $1.29 in the prior year, an 11.6 percent increase year over year.

·        In 2014, we continued to invest in technology innovation, analytics, cloud computing and digital marketing. We also invested in businesses that accelerate our strategy.  In 2014, we acquired Sofica Group, a Bulgarian multi-lingual customer management services company, and rogenSi, a global leadership, change management and sales consulting company.

·        In 2014, we repurchased 2.4 million shares for $57.1 million.

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board follows sound governance practices.

DIRECTOR EXPERIENCE

The Board and our Nominating and Governance Committee believe that diversity in experience and perspectives is important for achieving sound decisions and driving stockholder value. The following chart reflects the experience of our Board in 2014:

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BOARD NOMINEES1

1 Mr. Anjan Mukherjee will not stand for re-election in 2015 because in December of 2014 he resigned from TeleTech’s Board of Directors to take a position with the U.S. Department of Treasury, which required him to resign employment and all board positions in the private sector.

2014 EXECUTIVE COMPENSATION HIGHLIGHTS

·        Our executive compensation program is designed to reward financial results and effective strategic leadership, which we believe are key to building sustainable value for our stockholders.

·        Our executive compensation program utilizes a mix of base salary, and short- and long-term incentives, to attract and retain highly-qualified executives and maintain a strong relationship between executive pay and company performance.

·        Our executive compensation program places significant weight on ethical and responsible conduct in pursuit of TeleTech’s strategic goals.

·        Our executive compensation programs place a meaningful portion of compensation “at risk” by aligning cash incentive payments to performance and by granting equity that vests over four- and five-year periods to ensure that the actual compensation realized by executives aligns with stockholder value over the long term.

·        Our executive officers are subject to stock holding requirements that further align their interests with our stockholders.

·        We ensure that our rewards are affordable by aligning them to the Company’s annual business plan.

·        Our stockholders have indicated strong support for our executive compensation program with 99.27 percent vote in favor of the program at our 2014 Annual Meeting of Stockholders.

The following chart reflects the compensation decisions made by the Compensation Committee for the TeleTech’s named executive officers (NEOs) who continue to serve as TeleTech’s executive officers as of the date of this Proxy Statement1.

1 Mr. Brian Shepherd, one of the five NEOs for 2014 left TeleTech effective January 31, 2015.

2 In 2014, Ms. Hand received a performance based equity award of up to $1 million the actual value of which was based on 2014 Customer Growth Services business segment revenue and operating income performance.  The actual value of Ms. Hand’s award as determined by the Compensation Committee was $247,238.

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GENERAL INFORMATION

This proxy statement (“Proxy Statement”) is issued in connection with the solicitation of proxies by the Board of Directors of TeleTech Holdings, Inc. (“TeleTech” or the “Company”) for use at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 20, 2015 at 10:00 a.m. Mountain Daylight Time, at 9197 South Peoria Street, Englewood, Colorado 80112 and at any adjournment or postponement thereof.

On or about April 10, 2015, we will begin distributing to each stockholder entitled to vote at the Annual Meeting either (1) this Proxy Statement, a proxy card or voting instruction form, and our 2014 Annual Report to Stockholders, which we collectively refer to as the “proxy materials,” or (2) an email or notice of internet availability of proxy materials, in each case with instructions on how to access electronic copies of our proxy materials.

This Proxy Statement contains important information regarding the Annual Meeting, the proposals on which you are being asked to vote, information about our voting procedures, and information you may find useful in determining how to vote.

IMPORTANT INFORMATION ABOUT THE PROXY MATERIALS AND VOTING YOUR SHARES

Why am I receiving these proxy materials?

The Company is soliciting your proxy in connection with the Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business discussed in this Proxy Statement.

Why did I receive a Notice of Internet Availability of proxy materials?

Under the rules of the U.S. Securities and Exchange Commission, we are using the internet as the primary means of furnishing proxy materials to our stockholders. Most of our stockholders will not receive printed copies of the proxy materials unless they request them. Accordingly, if you received a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials, unless you request one as instructed in that notice. Instead, the Notice of Internet Availability will instruct you on how you may access and review the proxy materials on the internet, free of charge. This approach to distribution of proxy materials reduces the environmental impact of our Annual Meeting, expedites stockholders’ receipt of the proxy materials, and lowers our costs. The Notice of Internet Availability also includes instructions allowing stockholders to request to receive future proxy materials in printed form by mail or electronically by email.

How can I vote my shares?

If you are a stockholder of record, you may vote by internet, by telephone or by mail at any time prior to the meeting, or you may vote in person at the meeting, as follows:

·        Vote by Internet at www.proxyvote.com. Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 19, 2015. Have your proxy card or Notice of Internet Availability in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

·        Vote by Phone. Use any telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 19, 2015. Have your proxy card in hand when you call and then follow the instructions. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.

·        Vote by Mail. If you received or requested a printed copy of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the postage-paid envelope we have provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you received a Notice of Internet Availability, you may request a proxy card by following the instructions in the notice.

·        Vote at the Meeting. You may vote your shares at the meeting. You will be admitted to the meeting only if you have a ticket. See “How can I attend the Annual Meeting?” in this Proxy Statement for instructions on obtaining a ticket.

If your shares are held in an account at a brokerage firm, bank or similar organization, you will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares.

Additional Procedures. Votes cast by proxy prior to the Annual Meeting will be tabulated by an automatic system administered by Broadridge Financial Solutions, Inc. Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the tabulation of votes and will have no effect. Cumulative voting is not permitted in the election of directors. Consequently, you are entitled to one vote for each share of our common stock held in your name for as many persons as there are directors to be elected, and for whose election you have the right to vote.

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With respect to the other proposals submitted for stockholder approval (other than the election of directors), you may vote for or against the proposal, or you may abstain. Abstentions will have the same effect as a negative vote.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, brokerage firms have the authority to vote your shares without your voting instructions on certain “routine” matters, such as Proposal 2, but not on other “non-routine” items, such as Proposals 1, 3 and 4. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

For your information, voting via the internet is the least expensive to us, followed by telephone voting, with voting by mail being the most expensive. Also, you may help to save us the expense of a second mailing if you vote promptly.

What are the matters to be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

·        Proposal 1: The election of seven directors (see page 35);

·        Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 (see page 38);

·        Proposal 3: The approval, on an advisory basis, of the compensation for our executive officers (see page 40); and

·        Proposal 4: The re-approval of TeleTech’s 2010 Equity Plan, previously approved in 2010 (see page 41).

We will also consider other business that properly comes before the Annual Meeting.

What are my voting choices?

For the election of directors, you may vote “FOR” or “WITHHOLD” with respect to each nominee. For the other proposals, you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

·                  “FOR” each of the nominees to our Board;

·                  “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015;

·                  “FOR” the proposal to approve, on an advisory basis, the compensation for our named executive officers; and

·                  “FOR” the proposal to re-approve the 2010 Equity Plan, previously approved by the stockholders in 2010.

Kenneth D. Tuchman, our Chairman and Chief Executive Officer and the beneficial owner of approximately 65 percent of the issued and outstanding shares of common stock as of the record date (65 percent of the shares entitled to vote, excluding stock options) has indicated that he intends to vote:

·                  “FOR” each of the nominees to our Board;

·                  “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015;

·                  “FOR” the proposal to approve, on an advisory basis, the compensation for our named executive officers; and

·                  “FOR” the proposal to re-approve the 2010 Equity Plan, previously approved by the stockholders in 2010.

Additionally, on April 1, 2011, Mr. Tuchman entered into a Voting Agreement whereby he has agreed to vote shares he beneficially owns “FOR” the election of Mr. Barlett to our Board through and including December 31, 2017.

How will my shares be voted by proxy?

Valid proxies provided to the Company by telephone, over the internet or by mailed proxy card will be voted at the Annual Meeting as directed by you unless revoked in accordance with the instructions. If you properly execute and submit your proxy, but do not indicate how you want your shares voted, the persons named as your proxies will vote your shares in accordance with the recommendations of our Board of Directors. These recommendations are:

·                  “FOR” each of the nominees to our Board;

·                  “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015;

·                  “FOR” the proposal to approve, on an advisory basis, the compensation for our named executive officers; and

·                  “FOR” the proposal to re-approve the 2010 Equity Plan, previously approved by the stockholders in 2010.

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How can I revoke my proxy or change my vote?

You may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by:

·          Voting again through the internet or by telephone, or by completing, signing, dating and returning a new proxy card with a later date, all of which automatically revoke the earlier proxy so long as completed prior to the applicable deadline for each method;

·          Providing a written notice of revocation to our Corporate Secretary at TeleTech Holdings, Inc., 9197 South Peoria Street, Englewood, Colorado 80112 prior to your shares being voted; or

·          Attending the Annual Meeting and voting in person. Your attendance at the meeting alone will not cause your previously granted proxy to be revoked unless you specifically so request before the taking of the vote.

For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Will shares I hold in my brokerage account be voted if I do not provide timely voting instructions?

If your shares are held through a brokerage firm, they will be voted as you instruct on the voting instruction card provided by your broker. If you sign and return your card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of Directors.

If you do not provide timely instructions as to how your brokerage shares are to be voted, your broker will have the authority to vote them only on the ratification of our independent registered public accounting firm. Your broker will be prohibited from voting your shares on the election of directors, and the advisory approval of our executive compensation. These “broker non-votes” will be counted only for the purpose of determining whether a quorum is present at the meeting and not as votes cast.

Will shares that I own as a stockholder of record be voted if I do not return my proxy card in a timely manner?

Shares that you own as a stockholder of record will be voted as you instruct on your proxy card. If you sign and return your proxy card without giving specific instructions, they will be voted in accordance with the recommendations of our Board of Directors. If you do not return your proxy card in a timely manner, your shares will not be voted unless you or your proxy holder attends the Annual Meeting and vote in person.

What is required to conduct the business of the Annual Meeting?

In order to conduct business at the Annual Meeting, a quorum of a majority of the outstanding shares of common stock entitled to vote as of the record date must be present in person or represented by proxy. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

How many votes are required to approve each proposal?

Directors are elected by a plurality of the votes cast. This means that the seven individuals nominated for election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person, electronically, telephonically or by proxy) will be elected.

The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote is required to approve the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm and to re-approve our 2010 Equity Plan, previously approved by the stockholders in 2010.

The vote on executive compensation is advisory and non-binding, but we will consider stockholders to have approved the compensation of our named executive officers if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal.

How are votes counted?

Abstentions will be treated as shares that are present and entitled to vote and will consequently have the effect of a vote “AGAINST” the particular matter, except in the case of the vote on executive compensation for which an abstention will have no effect. Votes withheld from a director nominee will have no effect on the election of the director from whom votes are withheld. If a broker indicates on the proxy card that it does not have discretionary authority to vote certain shares on a particular matter, it is referred to as a “broker non-vote.” Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but will not be considered as voted for the purpose of determining the approval of the particular matter.

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If I own or hold shares in a brokerage account, can my broker vote my shares for me?

The election of directors and the executive compensation vote are matters on which brokers do not have discretionary authority to vote. Thus, if your shares are held in a brokerage account and you do not provide instructions as to how your shares are to be voted on these proposals, your broker or other nominee will not be able to vote your shares on these matters. Accordingly, we urge you to provide instructions to your broker or nominee so that your votes may be counted. You should vote your shares by following the instructions provided on the voting instruction card that you receive from your broker.

I share an address with another stockholder, how will we receive our proxy materials?

For stockholders of record, we have adopted a procedure called “householding,” which the U.S. Securities and Exchange Commission has approved. Under this procedure, we are delivering a single copy of the Notice of Availability and, if applicable, this Proxy Statement and the 2014 Annual Report on Form 10-K to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs and the impact of printing and mailing these materials on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or verbal request, we will deliver promptly a separate copy of the Notice of Availability and, if applicable, this Proxy Statement and the 2014 Annual Report on Form 10-K to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice of Availability and, if applicable, this Proxy Statement or the 2014 Annual Report on Form 10-K, or to request delivery of a single copy of these materials if multiple copies are currently being delivered, stockholders may contact us at TeleTech Holdings, Inc., 9197 South Peoria Street, Englewood, Colorado 80112, Attention: Investor Relations, or by calling 1.800.TELETECH (1.800.835.3832). Outside of the U.S., please dial +1.303.397.8100.

Stockholders who hold shares in “street name” (as described above) may contact their brokerage firm, bank, broker- dealer or other similar organization to request information about householding.

How can I attend the Annual Meeting?

If you plan to attend the Annual Meeting, please mark the appropriate box on the proxy card and return the proxy card promptly. The admission ticket for the meeting will be forwarded to you. If you are a stockholder of record and arrive at the Annual Meeting without an admission ticket, we will have to verify your share ownership before you are admitted to the meeting. If you are a beneficial owner, you will only be admitted upon presentation of evidence of your beneficial holdings, such as a bank or brokerage firm account statement.

How can I see the list of stockholders entitled to vote?

A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, at the Annual Meeting and at our principal office located at 9197 South Peoria Street, Englewood, Colorado 80112 during normal business hours for a period of at least 10 days prior to the Annual Meeting.

What happens if additional items of business are presented at the Annual Meeting?

We are not aware of any item that may be voted on at the Annual Meeting that is not described in this Proxy Statement. However, the holders of the proxies that we are soliciting will have the discretion to vote them in accordance with their best judgment on any additional matters that may be voted on, including matters incidental to the conduct of the meeting.

Is my vote confidential?

Stockholders may elect that their identity and individual vote be held confidential by marking the appropriate box on their proxy card or ballot. Confidentiality will not apply to the extent that voting disclosure is required by law or is necessary or appropriate to assert or defend any claim relating to voting. Confidentiality also will not apply with respect to any matter for which votes are solicited in opposition to the director nominees or voting recommendations of our Board of Directors, unless the persons engaging in the opposing solicitation provide stockholders with voting confidentiality comparable to that which we provide.

Where can I find the voting results?

We expect to announce preliminary voting results at the Annual Meeting and to publish final results in a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission within four business days following the meeting. The report will be available on our website at teletech.com under the “Investors” and “SEC Filings” tabs.

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How may I obtain financial and other information about TeleTech?

Additional financial and other information about the Company is included in our Annual Report on Form 10-K, which we file with the U.S. Securities and Exchange Commission, and which is available on our website at teletech.com under the “Investors” and “SEC Filings” tabs. We will also furnish a copy of our 2014 Annual Report (excluding exhibits, except those that are specifically requested) without charge to any stockholder who so requests by contacting our Investor Relations department at TeleTech Holdings, Inc., 9197 South Peoria Street, Englewood, Colorado, 80112, Attention: Investor Relations, by calling 1.800.TELETECH (1.800.835.3832). Outside of the U.S., please dial +1.303.397.8100, or by emailing investor.relations@teletech.com.

You can also obtain, without charge, a copy of our bylaws, codes of conduct and Board committee charters by contacting the Investor Relations department or you can view these materials on the internet by accessing our website at teletech.com and clicking on the “Investors” tab, then clicking on the “Corporate Governance” tab.

Who will conduct and pay for the cost of this proxy solicitation?

We will bear all costs of soliciting proxies, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses they incur. Proxies may be solicited personally, by mail, by telephone, or via internet; by our directors, officers or other regular employees without remuneration other than regular compensation. We will request brokers and other fiduciaries to forward proxy soliciting material to the beneficial owners of shares of common stock that are held of record by such brokers and fiduciaries and will reimburse such persons for their reasonable out-of-pocket expenses.

CORPORATE GOVERNANCE

TeleTech is committed to best practices in corporate governance. The Company is governed by our Board of Directors. The role of the Board includes:

·        Oversight of the Company’s management;

·        Appointment of the Chief Executive Officer;

·        Goal setting for and overseeing performance of the Company’s executive management team;

·        Management succession planning;

·        Oversight of effective corporate governance, including selecting and recommending for stockholder approval nominees for the Board of Directors;

·        Assessment of Board performance;

·        Board succession planning;

·        Forming and staffing Board committees;

·        Review and oversight of the development and implementation of the Company’s annual strategic, financial, and operations plans and budgets;

·        Assessment and monitoring of Company’s risk and risk management practices;

·        Review and approval of significant corporate actions;

·        Monitoring of processes designed to assure TeleTech’s integrity and transparency to its stakeholders, including financial reporting, compliance with legal and regulatory obligations, maintenance of confidential channels to report concerns about violations of laws and policies, and protection against reprisals for those who report such violations;

·        Oversight of the relationship between the Company and its stockholders; and

·        Support for the Company’s commitment to its corporate responsibility and sustainable business.

Board Leadership Structure

Our Board is led by TeleTech’s founder, Mr. Kenneth D. Tuchman, who serves as the Chairman of the Board. Mr. Tuchman is also TeleTech’s Chief Executive Officer. The Board retains the flexibility to determine from time to time whether the position of the Chief Executive Officer and the Chairman of the Board should be combined or separated, whether an independent director should serve as Chairman of the Board, and whether to appoint a lead independent director to serve as a liaison between independent directors and the Chairman.

At present, the Board believes that the Company is best served by having Mr. Tuchman serve as both the Company’s Chairman of the Board and Chief Executive Officer. The Board’s view is based on the facts that Mr. Tuchman beneficially owns more than 65 percent of the outstanding equity in the Company, has a unique insight into the Company’s customer engagement solutions strategy as an industry innovator and the Company founder, and is intimately involved in the day to day strategic direction of the Company.

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Since the size of the Company’s Board is relatively small and each independent director has unrestricted access to Mr. Tuchman and the Company’s management, the independent members of the Board do not currently perceive the need for an appointment of a lead independent director. Our Board also believes that appointing a lead independent director may serve to create a potential conflict among the directors and interfere with the current collaborative environment in the boardroom that permits the Board to leverage the knowledge and experience of each Board member to drive strategic initiatives necessary to support the Company’s transformation from a business process outsourcing provider to an integrated consulting, technology, growth and customer care services company.

With the exception of Mr. Tuchman and Mr. Barlett, who is the Board’s executive Vice Chairman, all of our other directors are independent.

The Board is aware of the potential conflicts that may arise in having Mr. Tuchman, the Company’s largest and controlling stockholder, serve as the Chairman of the Board, but believes that there are adequate governance safeguards in place to mitigate against such risks. Such safeguards include, but are not limited to,

Although we qualify as a “controlled company” under the listing rules of the NASDAQ Stock Market, the company elects not to avail itself of governance exceptions available to “controlled companies” under these rules.  Specifically, a majority of our Board of Directors is independent and our Board’s committees, including our Audit Committee, our Nominating and Governance Committee, and our Compensation Committee are comprised solely of independent directors, even though the company is exempt from these corporate governance requirements as a controlled company.

Lastly, our Board has in the past demonstrated the independence necessary to address potential conflicts of interest through the use of special ad hoc committees to address specific matters when they arise or requesting that the Chairman abstain from deliberations and voting on certain decisions that may represent a conflict with his controlling stockholdings in the Company.

Board Risk Oversight

While our executive officers are responsible for day-to-day management of TeleTech risk, our Board oversees and monitors our enterprise risk management (ERM) practices in the course of its ongoing review of the Company’s strategy, business plans, risk management and risk transfer programs. The Board recognizes that certain risk taking is essential for any company to stay competitive.  It is the view of the Board, however, that the risk taking must be reasoned and measured, and must be evaluated and mitigated appropriately. To this end, the Board as a whole and through its committees actively participates in the oversight of the Company’s ERM program.

In 2014, the Board’s ERM oversight primarily focused on, but was not limited to, the following areas; (i) the oversight of the Company’s strategy and long term growth plans; (ii) executive management and Board succession planning; (iii) oversight of the M&A activities and how they reflected the Company’s long term strategy; (iv) the Company’s information security preparedness; (v) its financial and operational performance, and (vi) its regulatory compliance.  The responsibility for managing each of these high priority risks, as identified by the ERM process, was assigned to one or more members of the executive management team.  The Board has delegated the oversight of certain categories of risk management to designated Board committees, which report to the Board on matters related to the specific areas of risk they oversee.

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The Board and its committees periodically request and receive comprehensive reports from key Company functions, including finance, treasury, tax, legal and information security; and have the opportunity to assess risk exposures of the business in these specific functional areas. The Audit Committee, with assistance and input from management, conducts an annual enterprise-wide risk assessment and adopts the Company’s annual internal audit plan, designed to test business processes that may represent special risk exposures to the Company. The Audit Committee quarterly reviews the results of internal audits and actively monitors the progress of recommended remedial and mitigation plans. In addition to the Company’s ERM and internal audit processes, the Board and the Audit Committee monitor and oversee the Company’s periodic assessment of the effectiveness of its internal controls.

To ensure that the Company’s compensation practices and policies do not have an adverse material effect on the Company and its business, the Compensation Committee annually reviews TeleTech’s executive compensation programs for inherent risks and alignment with the Company’s objectives. The Committee receives periodic reports from the Company’s human capital and legal departments on steps that TeleTech takes to anticipate and mitigate any potential risks in long and short term incentive and performance-based compensation programs. The Compensation Committee believes that executive compensation should be contingent on performance relative to targets and business plans. It expects TeleTech senior executives to achieve these targets in a manner consistent with TeleTech’s values, ethical standards and policies. The Board engages in periodic discussions with management on how to maximize executives’ performance through compensation incentives without creating unreasonable risks to the business. For additional information on TeleTech compensation programs’ risks, please review section titled “Executive Compensation – Compensation Discussion and Analysis,” in these proxy materials.

Communications with Our Board

The Board established a process for stockholders and other interested parties to communicate with the Board or any directors by requesting that all communication be sent to the following address:

TeleTech Holdings, Inc.

c/o Corporate Secretary

9197 South Peoria Street

Englewood, Colorado 80112

Board Committees

The following table provides the composition of each of our Board committees during 2014:

1  Mr. Mukherjee will not be standing for re-election to the Board of Directors at the Annual Meeting because in December 2014 he resigned from our Board in order to accept    an appointment to the U.S. Department of Treasury.

2  Mr. Bahl replaced Mr. Mukherjee as a member of the Nominating and Governance Committee and the Executive Committee in December 2014.

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Audit Committee

The Audit Committee operates under the Audit Committee charter adopted by our Board and available at http://www. teletech.com/investors/corporate-governance/ (“Corporate Governance” under the “Investors” tab on our public website teletech.com). It is responsible for, among other things:

·        Assisting the Board in its oversight of the integrity of TeleTech’s financial statements;

·        Overseeing the adequacy of internal controls and the financial reporting and disclosure processes;

·        Selecting, evaluating, and appointing the independent registered public accounting firm, including assessing the public accounting firm’s independence and qualifications;

·        Reviewing and approving all non-audit services performed by the independent registered public accounting firm;

·        Overseeing the activities and progresses of the TeleTech internal audit department;

·        Overseeing TeleTech’s ethics program and its confidential hotline process, including reviewing the establishment of and compliance of executives with the Company’s employee code of conduct, Ethics Code: How TeleTech Does Business, and the Company’s Code of Conduct for Senior Executive and Financial Officers;

·        Overseeing investigations into any matters within the Audit Committee’s scope of responsibility;

·        Overseeing our enterprise risk management programs; and

·        Reviewing and approving all related-party transactions.

In 2014, the members of the Audit Committee included Gregory A. Conley (Chair, as of May 2014), Robert N. Frerichs, and, as of July 2014, Marc L. Holtzman (Mr. Robert M. Tarola stayed on as the Committee Chair until the end of his Board term in May 2014).  Throughout 2014, each Committee member was “independent” within the meaning of the NASDAQ Stock Market Rules and Rule 10A-3(b)(l) under the U.S. Securities Exchange Act of 1934.

Our Board determined that Mr. Conley qualifies as “audit committee financial expert” within the meaning of the U.S. Securities and Exchange Commission rules. Mr. Conley’s relevant experience includes his experience as a chief executive officer and director of several public and private companies.

The Audit Committee oversees TeleTech’s internal disclosure processes, including TeleTech’s anonymous and confidential channels available to employees to report concerns about financial reporting. The Committee established procedures for, and oversees receipt and treatment of confidential (including anonymous) submissions by TeleTech employees of concerns about the Company’s accounting, internal control and auditing practices. These processes are established to assure accurate and complete financial reporting and to identify timely any potential issues that could impact TeleTech’s accounting, financial reporting and effectiveness of its internal controls. The Audit Committee reviews and assesses the matters raised through these reporting channels and monitors management’s response to these reports, engaging when warranted.

The Audit Committee evaluates the independence, qualifications and performance of TeleTech’s internal audit function and annually approves the Company’s internal audit plan. The Committee also discusses with management TeleTech’s risk assessment and management practices, the Company’s major financial, operational and regulatory risk exposures and the steps management has taken to monitor and mitigate such exposures to be within the Company’s risk tolerance levels.

During 2014, the Audit Committee held four regularly scheduled meetings and three special meetings, and did not approve any matters through unanimous written consent.

The Audit Committee reviews and assesses the adequacy of its charter, and revises it as appropriate, on an annual basis.

Compensation Committee

The Compensation Committee operates under the Compensation Committee charter adopted by our Board and available at http://www.teletech.com/investors/corporate-governance/ (“Corporate Governance” under the “Investors” tab on our public website teletech.com). It is responsible for, among other things:

·        Reviewing performance goals and approving the annual salary, incentives and all other compensation for each executive officer, including any employment arrangements and change of control agreements with such officers;

·        Reviewing and approving compensation programs for independent Board members;

·        Reviewing and approving material employee benefit plans (and changes thereto);

·        Reviewing and evaluating risks associated with our compensation programs; and

·        Adopting and administering various equity-based incentive plans.

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In 2014, the members of the Compensation Committee included Tracy L. Bahl (Chair, as of May 2014), Gregory A. Conley, and Robert N. Frerichs. Mr. Anjan Mukherjee chaired the Committee through May 2014.  Throughout 2014, each member of the Committee was “independent,” as defined under the NASDAQ Stock Market Rules, a “non-employee director,” as defined under U.S. Securities and Exchange Commission Rule 16b-3, and an “outside director,” as defined under section 162(m) of the Internal Revenue Code of 1986, as amended.

During 2014, the Compensation Committee held four regularly scheduled meetings and no special meetings, and approved two matters through unanimous written consent. The Compensation Committee reviews and assesses the adequacy of its charter, and revises it as appropriate, on an annual basis.

Nominating and Governance Committee

The Nominating and Governance Committee operates under the Nominating and Governance Committee charter adopted by our Board and available at http://www.teletech.com/investors/corporate-governance/ (“Corporate Governance” under the “Investors” tab on our public website teletech.com). It is responsible for, among other things:

·        Identifying and recommending to our Board qualified candidates to stand for election to the Board (or be appointed pending the election at the annual stockholders meeting); and

·        Overseeing TeleTech’s corporate governance, including the evaluation of the Board and its committees’ performance and processes, and assignment and rotation of Board members to various committees.

During 2014, the members of the Nominating and Governance Committee included Shrikant Mehta (Chair) and Anjan Mukherjee (through December 2014), and Tracy L. Bahl (starting in December 2014), each of whom satisfies the independence requirements for nominating committee members pursuant to the NASDAQ Stock Market Rules.

During 2014, the Nominating and Governance Committee held four regularly scheduled meetings, two special meetings, and approved two matters through unanimous written consent. The Nominating and Governance Committee reviews and assesses the adequacy of its charter, and revises it as appropriate, on an annual basis.

Executive Committee

The Board’s Executive Committee is a special standing committee of the Board appointed to take certain action, under a delegation of authority resolution from the Board, between regularly scheduled Board meetings that are otherwise reserved to the Board. All actions taken by the Executive Committee are reported to and reviewed by the full Board at the Board meeting immediately following the action taken. The Executive Committee is authorized to consider and approve, among other things:

·        Mergers, acquisitions, and divestiture transactions at a level in excess of management’s authority but below a certain specific authority limit designated by the Board, provided that such transactions are not inconsistent with TeleTech’s overall strategy as approved by the Board;

·        Capital expenditure transactions at a level in excess of management’s authority but below a certain specific authority limit designated by the Board, provided that such transactions are consistent with the annual business plan approved by the Board; and

·        Funding for the share repurchase program at a level in excess of management’s authority but below a certain specific limit designated by the Board.

During 2014, the members of the Executive Committee included James E. Bartlett (Chair), Shrikant Mehta, and Anjan Mukherjee (through December 2014).  Tracy L. Bahl joined the Committee in December 2014 to replace Mr. Mukherjee.

The Executive Committee met once during 2014.

Ethics Code for Senior Executive and Financial Officers

We have adopted an Ethics Code for Senior Executive and Financial Officers. It applies to all of our senior executives and financial officers, including our Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents leading each of our business segments, General Counsel, Treasurer, Senior Vice President of Finance, and Global Controller, financial directors and controllers of each of our business segments and any person performing similar functions. The Ethics Code for Senior Executive and Financial Officers is available on our website at http://www.teletech.com/investors/corporate-governance/ and we intend to disclose any waiver of, or amendments to, the Ethics Code on our website. You may also obtain a copy of the document without charge by writing to:

TeleTech Holdings, Inc.

9197 South Peoria Street

Englewood, Colorado 80112

Attention: Corporate Secretary

We also have a TeleTech Ethics Code: How TeleTech Does Business. This document mandates rules of ethical business conduct for all TeleTech employees, members of our Board of Directors and members of our supply chain, including our executives and financial officers. We maintain a confidential web-based and telephone hotline, where employees can seek guidance or report concerns about violations of laws, our policies, or either of the ethics codes, including any concerns about financial reporting, misconduct, or fraud.

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Director Compensation Overview

During 2014, the independent directors’ compensation was set as follows:

·        An annual retainer of $75,000;

·        Additional annual retainer fees for Board committee service as follows:

·        An annual grant of $75,000 of restricted stock units in TeleTech stock, based on the fair market value of our common stock on the grant date; and

·        For non-employee directors who joined the Board in 2014, also received an initial restricted stock unit welcome grant in the amount of $100,000, based on the fair market value of our common stock on the grant date. The welcome restricted stock grants vest on the earlier of the first anniversary of the grant date or the date of the succeeding year’s Annual Meeting of Stockholders, or any change-in-control event (as defined in the relevant restricted stock unit agreement).

The employee directors do not receive additional compensation for their Board service.

The following table summarizes the actual compensation earned by independent directors during 2014:

1 Reflects the aggregate dollar amounts recognized for stock awards for financial statement reporting purposes in accordance with the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”).

For information regarding assumptions used to compute grant date fair market value with respect to the stock awards, see, Note 20 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.

2 As December 31, 2014, Mr. Holtzman held 4,223 unvested restricted stock unit (RSU) awards; and all the other independent directors held 2,880 unvested restricted stock unit awards.

3 As of December 31, 2014, Mr. Mehta held 15,000 of outstanding options.

4 Mr. Mukherjee resigned from the TeleTech Board of Directors in December 2014 to join the U.S. Department of Treasury.

5 Mr. Tarola’s term on our Board expired in May 2014.

AUDIT COMMITTEE REPORT

The TeleTech Audit Committee of the Board (the “Audit Committee”) is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Stock Market’s Listing Rules and the U.S. Securities and Exchange Commission. The Committee operates pursuant to a charter that is reviewed annually and updated to comply with the relevant regulatory requirements.  The Committee charter is available in the Investor Relations section of our website at http://www.teletech.com/sites/default/files/audit_committee_charter.pdf.

In performing its functions, the Audit Committee acts in an oversight capacity: the Committee is responsible for overseeing TeleTech’s financial reporting process and internal control structure on behalf of the Company’s Board of Directors, while management is responsible for the preparation, presentation, and integrity of the financial statements and the effectiveness of TeleTech’s internal control over financial reporting. TeleTech’s independent auditors, PricewaterhouseCoopers LLC (“PwC”) are responsible for auditing TeleTech financial statements and providing an opinion on the conformity of TeleTech’s consolidated financial statements with generally accepted accounting principles and the effectiveness of TeleTech’s internal control over financial reporting.

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As part of its oversight function, the Committee reviews TeleTech’s quarterly and annual reports on Form 10-Q and Form 10-K prior to their filing with the U.S. Securities and Exchange Commission, and has detailed discussions with management about the quality and reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, the Audit Committee asks for management’s representations and reviews certifications prepared by the Chairman and Chief Executive Officer, and the Chief Financial Officer that the unaudited quarterly and audited annual consolidated financial statements of the company fairly present, in all material respects, the financial condition, results of operations and cash flows of TeleTech. As part of TeleTech’s enterprise risk management program, the Audit Committee also periodically reviews the status of TeleTech’s key risks and risk mitigation activities, including its cyber security risks, and the steps TeleTech takes to protect its systems and information against possible cyber-attacks.  It also receives periodic status reports on the effectiveness of the Company’s treasury function, including its foreign exchange exposure management, its tax planning practices, and its acquisition integration activities.

In 2014, the Audit Committee held seven meetings. The Audit Committee’s agenda is set by the Audit Committee’s chairperson in consultation with the Company’s Chief Financial Officer.  During 2014, at each of its regularly scheduled meetings, the Audit Committee met with the senior members of TeleTech’s financial management team, and, when appropriate, had separate private sessions, with the Company’s Chief Financial Officer, General Counsel, head of internal audit, and PwC, to discuss financial management, legal, accounting, auditing, and internal control issues.  Periodically during the year, the Committee also reviewed with senior management and the independent auditors the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s code of business conduct (Ethics Code: How TeleTech Does Business), and the Ethics Code for Executive and Senior Financial Officers.

As part of its oversight responsibilities, the Audit Committee also oversees the Company’s annual audit by its independent auditors, PwC, including their audit approach and audit plan; and whether the provision of minor non-audit services was compatible with the auditors’ independence.  Each year, the Audit Committee evaluates the performance of PwC and its senior engagement team as TeleTech’s independent auditors, in order to determine whether to re-engage them for the coming year.  In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ global capabilities, the auditors’ technical expertise, tenure as TeleTech’s independent auditors, and knowledge of the Company’s global operations and industry. Based on this evaluation, the Audit Committee decided to engage PwC as TeleTech’s independent auditors for the year ended December 31, 2014.  This appointment was ratified by TeleTech stockholders at the 2014 Annual Stockholders Meeting.  In 2014, the Audit Committee considered the fees charged by PwC for the audit services, and determined them to be reasonable and adequate to ensure a comprehensive audit.

The Audit Committee reviewed and discussed with management TeleTech’s audited annual consolidated financial statements. Based on this review, the discussions referenced above about the quality and reasonableness of management’s significant accounting judgments, and in reliance on the reports and opinions of the independent auditors, the Committee unanimously recommended to the TeleTech Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The Audit Committee also discussed with the independent auditors those matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee received written disclosures from the independent auditors required by applicable PCAOB requirements regarding the independent auditors’ communication with the Audit Committee concerning their independence.

Starting in 2015, the senior engagement partner for PwC audit team had to rotate off TeleTech’s account, as part of mandatory rotation schedule.  Therefore, in 2014, in addition to reviewing PwC’s performance, the Audit Committee also vetted PwC’s proposed new engagement partner and key audit team personnel, to consider their suitability for TeleTech’s independent audit needs. As a result of this review, the Committee determined that the proposed audit team, supported by PwC’s partners experienced with TeleTech operations in key countries where TeleTech has material operations, and other PwC subject matter experts, have the appropriate level of professional expertise to oversee the conduct of the TeleTech annual independent audit. Although the Audit Committee has the sole authority to appoint the independent auditors, the Committee will continue its long-standing practice of recommending that the Board ask the stockholders, at their annual meeting, to ratify the appointment of the independent auditors (see Proposal 2 beginning on page 38).

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STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The table below sets forth information, as of March 31, 2015, concerning the beneficial ownership of the following persons and entities:

·        Each person or entity known to us to beneficially own more than five percent of our outstanding common stock;

·        Each of our directors and nominees for our Board;

·        Each of our named executive officers; and

·        All of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with U.S. SECURITIES AND EXCHANGE COMMISSION rules. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and/or investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 48,366,272 shares of common stock outstanding at March 31, 2015. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity in accordance with U.S. Securities and Exchange Commission rules, we deemed outstanding shares of common stock: (1) subject to stock options held by that person that are currently exercisable or exercisable within 60 days of March 31, 2015; and (2) issuable upon the vesting of Restricted Stock Units (“RSUs”) within 60 days of March 31, 2015. Also in accordance with U.S. Securities and Exchange Commission rules, we did not deem outstanding these two categories of shares of common stock for the purpose of computing the percentage ownership of any other person or entity.

The information provided in the table is based solely on our records, and information filed with the U.S. Securities and Exchange Commission with respect to the owners of our shares of common stock, except where otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table is c/o TeleTech Holdings, Inc., 9197 Peoria Street, Englewood, Colorado 80112.

Stock Ownership of Directors, Management and Certain Beneficial Owners

*Less than 1 percent.

1    Includes 31,204,900 shares subject to sole voting and investment power, 10,000 shares with shared voting and investment power and 800,000 options exercisable within 60 days after March 31, 2015. The shares with sole voting and investment power consist of: (i) 6,438,094 shares held by Mr. Tuchman; (ii) 14,766,806 shares held by a limited liability partnership controlled by Mr. Tuchman; and (iii) 10,000,000 shares held by a revocable trust controlled by Mr. Tuchman. The shares with shared voting and investment power consist of 10,000 shares owned by Mr. Tuchman’s spouse. Excluding Mr. Tuchman’s 800,000 vested stock options, Mr. Tuchman is the beneficial owner of approximately 64.5 percent of the shares of common stock entitled to vote at the meeting.

2    Includes 2,880 RSUs scheduled to vest within 60 days after March 31, 2015.

3    Includes 2,987 RSUs scheduled to vest within 60 days after March 31, 2015.

4    Includes 4,223 RSUs scheduled to vest within 60 days after March 31, 2015 and 3,300 shares held for Mr. Holtzman’s minor children.

5    Includes 15,000 options exercisable within 60 days after March 31, 2015 and 2,880 RSUs scheduled to vest within 60 days after March 31, 2015.

6    Mr. Shepherd resigned from TeleTech effective January 31, 2015.

7    Because Mr. Mukherjee and Mr. Tarola are no longer active members of our Board of Directors we do not have reliable information as to their holdings, if any, in TeleTech securities.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10 percent of our common stock to file with the U.S. Securities and Exchange Commission reports regarding their ownership and changes in ownership of our equity securities. Based on our review of the Forms 3, 4 and 5 filed, we believe that, except as described below all our directors, executive officers and 10 percent stockholders filed all Section 16(a) reports on a timely basis during 2013.  Ms. Regina M. Paolillo RSU grant of February 20, 2014 was not timely reflected on a Form 4 filing and resulted in a Form 5 filed with respect to this grant on January 30, 2015.

RELATED PARTY TRANSACTIONS

In accordance with our written Related Party Transaction Policy, the Audit Committee of the Board is responsible for reviewing and approving transactions required to be disclosed as a “related party” transaction under applicable law, including U.S. Securities and Exchange Commission rules (generally, transactions involving amounts in excess of $120,000 in which a related person has a direct or indirect interest). TeleTech management monitors all related party transactions and reports on their status to the Audit Committee quarterly. TeleTech executive officers and directors complete a questionnaire during the first quarter of each fiscal year, in which they provide information about the terms of all their related party transactions (as defined in Item 404(a) of Regulation S-K) that occurred during the prior year and that are expected to occur during the current year. In reviewing related party transactions, the Audit Committee considers whether these transactions are executed at “arm’s length” by reviewing all relevant facts and circumstances, including among others, the commercial reasonableness of the terms, the actual and perceived benefit to the Company, opportunity costs of alternate transactions, the materiality and character of the related party’s interest, the actual and apparent conflict of interests, the impact on a director’s independence (if the related party is a director, an immediate family member of a director, or an entity controlled by a director) and the terms on which a similar transaction can be secured from unrelated third parties.

During 2014, TeleTech has undertaken the following related party transactions subject to disclosure:

Avion, LLC. TeleTech continued the agreement for aircraft leasing arrangements with Avion, owned 100 percent by Mr. Tuchman, our Chairman and CEO. During 2014, we paid Avion an aggregate of $560,000 for services provided to us.

AirMax, LLC. TeleTech has an agreement for aircraft operations and maintenance services with AirMax, which is beneficially owned by Mr. Tuchman, our Chairman and CEO. During 2014, we paid AirMax approximately $467,000 for services provided to us.

Convercent. In 2014, the Company engaged Convercent, a learning management platform and compliance software company, majority owned by a company controlled by Mr. Tuchman, our Chairman and CEO, to provide learning management services for the launch of our ethics and other regulatory training campaigns.  Subject to successful launch in 2014, TeleTech also agreed to utilize Convercent’s service for its confidential web- and telephony-based hotline program.  During 2014, TeleTech paid Convercent $20,000 for its services; and we expect to pay Convercent $100,000 each in 2015 and 2016.

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EXECUTIVES AND EXECUTIVE COMPENSATION

TeleTech Executive Team

The following persons are our executive officers:

Information regarding Kenneth D. Tuchman, Chairman and CEO, and James E. Barlett, Vice Chairman, is provided in this section under the heading “Information Concerning the Nominees for Election as Directors.”

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Compensation Discussion and Analysis

In this section, we discuss our compensation philosophy and describe the 2014 compensation program for our Chief Executive Officer, Chief Financial Officer, and three additional highest compensated members of our executive leadership team, whom we refer to as our named executive officers (“NEOs”). We describe compensation earned by each of our named executive officers and explain how our Compensation Committee of the Board determined this compensation, including its rationale for specific 2014 compensation decisions.

2014 TeleTech Performance Highlights

In 2014, we had the following performance highlights:

2014 Named Executive Officers

2014 Executive Compensation Summary

Our executive compensation program is designed to reward financial results and effective strategic leadership, which we believe are key elements in building sustainable value for stockholders. Our compensation program’s performance metrics align the interests of our stockholders and senior executives by correlating the timing and amount of actual pay to the Company’s short- and long-term performance goals. Our compensation program requires ethical and responsible conduct in pursuit of these goals and the alignment of our leaders with TeleTech’s vision, mission and values.

We carefully benchmark our compensation decisions against a relevant group of peer companies – all of which are our potential competitors for the caliber of executive talent required to manage a global and complex business like TeleTech.

Our executive compensation program includes three principle elements:

1 Mr. Shepherd resigned from TeleTech effective January 31, 2015.

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In 2014, we paid the following to our Named Executive Officers: