SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
TELETECH HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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and 0-11.
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[LOGO]
TELETECH HOLDINGS, INC.
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of stockholders of TeleTech Holdings, Inc., a Delaware
corporation, will be held at Wells Fargo Center, John D. Hershner Conference
Room, located at 1700 Lincoln Street, Denver, Colorado 80203 on Thursday,
May 24, 2001, at 10:00 a.m., local time, for the following purposes:
1. to elect six directors to serve until the next Annual Meeting of
stockholders or until their successors are duly elected and qualified
(see page 5);
2. to ratify the appointment of Arthur Andersen LLP as our independent
auditor for 2001 (see page 17); and
3. to transact such other business as may properly come before the Annual
Meeting.
The record date for the Annual Meeting is April 10, 2001. Only shareholders
of record at the close of business on that date are entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors,
[SIG]
James B. Kaufman
SECRETARY, EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
Denver, Colorado
April 23, 2001
YOUR VOTE IS IMPORTANT.
PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD PROMPTLY.
[LOGO]
TELETECH HOLDINGS, INC.
1700 LINCOLN STREET, SUITE 1400 DENVER, COLORADO 80203
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2001
---------------------
The Board of Directors of TeleTech Holdings, Inc., a Delaware corporation
("TeleTech," the "Company," "we," "us," or "our,") is soliciting proxies to be
used at our Annual Meeting of stockholders to be held at 10:00 a.m. on May 24,
2001, at Wells Fargo Center, John D. Hershner Conference Room, located at 1700
Lincoln Street, Denver, Colorado 80203. This proxy statement and the
accompanying proxy are first being mailed to stockholders on or about April 23,
2001.
WHO CAN VOTE
Stockholders of record at the close of business on April 10, 2001 may vote
at the Annual Meeting. On April 10, 2001, we had approximately 74,940,751 issued
and outstanding shares of common stock, which were held by approximately 7,062
record holders. If you hold shares in a stock brokerage account or by a nominee,
you are considered the beneficial owner of shares held in street name and these
proxy materials are being forwarded to you by your broker or nominee, who is
considered the record holder with respect to those shares. As the beneficial
owner, you have the right to direct your broker or nominee on how to vote and
you are also invited to attend the Annual Meeting. However, since you are not
the stockholder of record, you may not vote these shares in person at the
meeting. Your broker or nominee has enclosed a voting instruction card for you
to use. YOU ARE URGED TO VOTE BY PROXY REGARDLESS OF WHETHER YOU ATTEND THE
ANNUAL MEETING.
HOW YOU CAN VOTE
You can vote your shares if you are represented by proxy or present in
person at the Annual Meeting. If you hold your shares through your broker in
"street name," you may direct your broker or nominee to vote by proxy, but you
may not vote in person at the meeting unless you first obtain from your broker
or nominee a letter recognizing you as the beneficial owner of your shares. If
you return a properly signed proxy card, we will vote your shares as you direct.
If your proxy card does not specify how you want to vote your shares, we will
vote your shares "FOR" the election of all nominees for director according to
Company Proposal 1 and "FOR" Company Proposal 2.
REVOCATION OF PROXIES
You can revoke your proxy at any time before it is voted at the Annual
Meeting by any of the following three methods:
- by voting in person at the Annual Meeting;
- by delivering to the Company's Secretary a written notice of revocation
dated after the proxy; or
- by delivering another proxy dated after the previous proxy.
1
REQUIRED VOTES
Each share of common stock has one vote on all matters properly brought
before the Annual Meeting. In order to conduct business at the Annual Meeting, a
quorum of a majority of the outstanding shares of common stock must be present
in person or represented by proxy. The affirmative vote of a plurality of the
shares represented at the meeting, in person or by proxy, will be necessary for
the election of directors. The affirmative vote of a majority of the shares
represented at the meeting, in person or by proxy, will be necessary for
approval of the other Company proposal.
Kenneth D. Tuchman, the beneficial owner of approximately 48.8% of the
issued and outstanding shares of common stock, has indicated that he intends to
vote for all persons nominated by the Board of Directors for election to the
Company's Board of Directors and for each Company proposal that is submitted by
the Board of Directors for a vote of the stockholders.
VOTING PROCEDURES
Votes cast by proxy at the Annual Meeting will be tabulated by an automatic
system administered by the Company's transfer agent. Votes cast by proxy or in
person at the Annual Meeting will be counted by the persons appointed by the
Company to act as election inspectors for the Annual Meeting. Abstentions and
broker non-votes are each included in the determination of the number of shares
present at the Annual Meeting for purposes of determining the presence of a
quorum and are tabulated separately. Abstentions are counted in tabulations of
the votes cast on proposals presented to shareholders and except with respect to
the election of directors, will have the same effect as negative votes. 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. Broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
Cumulative voting is not permitted in the election of directors.
Consequently, you are entitled to one vote for each share of TeleTech 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.
COSTS OF PROXY SOLICITATION
The Company will bear the costs of soliciting proxies from its shareholders.
Certain directors, officers and other employees of the Company, not specially
employed for this purpose, may solicit proxies, without additional remuneration
therefor, by personal interview, mail, telephone or other means of
communication. The Company 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.
ADMISSION TO 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. If you are a shareholder of
record and arrive at the Annual Meeting without an admission ticket, you will
only be admitted once we verify your share ownership at the shareholders'
admission counter. 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.
SHAREHOLDER LIST
A complete list of shareholders entitled to vote at the Annual Meeting will
be available for examination by any shareholder, for any purpose germane to the
meeting, at the Annual Meeting and at the Company's principal offices located at
1700 Lincoln, Suite 1400, Denver, Colorado 80203 during normal business hours
for a period of at least 10 days prior to the Annual Meeting.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 31, 2001, information with
respect to each person who was known by TeleTech (based upon a review of
schedules and reports filed with the Securities and Exchange Commission ("SEC"))
to be the beneficial owner of more than 5% of TeleTech's common stock.
NUMBER OF SHARES APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS
------------------------------------ ------------------ ----------------
Kenneth D. Tuchman ......................................... 36,519,079(1) 48.8%
1700 Lincoln Street, Suite 1400
Denver, Colorado 80203
Massachusetts Financial Services Company ................... 3,404,143(2) 5.1%
500 Boylston St., Suite 1500
Boston, MA 02116
------------------------
(1) Includes (i) 306,895 shares of common stock held by the Tuchman Family LLLP,
of which Mr. Tuchman is the managing general partner; (ii) 100,000 shares
owned by the Kenra Family LLP, a Colorado limited liability partnership in
which Mr. Tuchman and his spouse own direct or indirect controlling
partnership interests; (iii) 300,000 shares owned by the Tuchman Family
Foundation, which was established for the benefit of entities that have been
granted exempt status under Section 501(c)(3) of the Internal Revenue Code;
(iv) 10,000 shares owned by Mr. Tuchman's spouse; (v) 20,000,000 shares
owned by the KDT Family LLLP, which Mr. Tuchman controls indirectly;
(vi) 25,272 shares owned by a trust for the benefit of Mr. Tuchman's nephews
and nieces, of which Mr. Tuchman's spouse is the trustee and (vii) 8,091
shares owned by the Tuchman Family Irrevocable Trust of which independent
third parties are the trustees. Mr. Tuchman disclaims beneficial ownership
of the shares held by the Tuchman Family Foundation and the trust for the
benefit of Mr. Tuchman's nieces and nephews.
(2) As reported on Schedule 13G filed by Massachusetts Financial Services
Company on February 12, 2001.
3
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning shares of common stock
beneficially owned by each director and named executive officer of TeleTech as
of March 31, 2001 and by all directors and executive officers as a group.
SHARES SUBJECT TO
TOTAL NUMBER OF SHARES OPTIONS *** APPROXIMATE
NAME BENEFICIALLY OWNED ** (INCLUDED IN TOTAL) PERCENT OF CLASS
---- ---------------------- ------------------- ----------------
Kenneth D. Tuchman......................... 36,519,079(1) -- 48.8%
Scott D. Thompson.......................... 510,575 500,000 *
James E. Barlett........................... 31,000 31,000 *
Rod Dammeyer............................... 86,000 81,000 *
George H. Heilmeier........................ 91,000(2) 88,000 *
Morton H. Meyerson......................... 819,830 347,355 1.1%
Alan Silverman............................. 375,830(3) 173,000 *
Richard S. Erickson........................ 126,232 126,232 *
Michael E. Foss............................ 57,000 50,000 *
Larry Kessler.............................. 62,500 62,500 *
Joseph D. Livingston....................... 872,700 872,700 1.2%
All directors and executive officers as a
group (11 persons)....................... 39,563,087 2,331,787 52.8%
------------------------
* Less than 1%.
** Includes shares subject to acquisition through exercise of stock options
within 60 days.
*** Shares subject to acquisition through exercise of stock options within
60 days.
(1) Includes 435,272 shares subject to shared voting and investment power.
(2) Includes 3,000 shares subject to shared voting and investment power.
(3) Includes 11,300 shares subject to shared voting and investment power.
4
PROPOSAL 1:
ELECTION OF DIRECTORS
At the Annual Meeting, six persons will be elected to the Board of Directors
of the Company to hold office until the next Annual Meeting of stockholders and
until their respective successors are duly elected and qualified. The Board of
Directors has nominated each of the persons named below and it is the intention
of the persons named in the enclosed proxy to vote FOR the election of all such
nominees. Each of the nominees is currently serving as a director of the Company
and has consented to being named in this Proxy Statement as a nominee and to
continue to serve as a director if elected. Information concerning the six
nominees proposed for election to the Board of Directors is set forth below.
In the event any of the nominees named below becomes unable or unwilling to
serve as a director, shares represented by valid proxies will be voted FOR the
election of such other person as the Board of Directors may nominate, or the
number of directors that constitutes the full Board may be reduced to eliminate
the vacancy.
INFORMATION CONCERNING THE NOMINEES FOR ELECTION AS DIRECTORS
KENNETH D. TUCHMAN, 41, founded TeleTech and has served as the Chairman of
the Board of Directors since its formation. Mr. Tuchman was also recently
appointed interim Chief Executive Officer, following the resignation of former
Chief Executive Officer, Scott Thompson. Mr. Tuchman had previously held the
position of President and Chief Executive Officer from the Company's inception
until the appointment of Scott Thompson as Chief Executive Officer and President
in October of 1999. Mr. Tuchman also serves as a director of the Boy Scouts of
America and Ocean Journey, and he is a commissioner on the Governor's Commission
on Science and Technology.
JAMES E. BARLETT, 57, was elected to the Company's Board of Directors in
February of 2000. Mr. Barlett has served as the President and Chief Executive
Officer of Galileo International, Inc. since 1994 and was elected its Chairman
in 1997. Prior to joining Galileo, Mr. Barlett served as Executive Vice
President of Worldwide Operations and Systems for MasterCard International
Corporation, where he was also a member of the MasterCard International
Operations Committee. Previously, Mr. Barlett was Executive Vice President of
operations for NBD Bancorp, Vice Chairman of Cirrus, Inc., and a partner with
Touche Ross and Co., currently known as Deloitte and Touche. Mr. Barlett also
serves on the board of Korn/Ferry International.
ROD DAMMEYER, 60, was elected to the Board of Directors of TeleTech in
September 1996. Mr. Dammeyer is the President of CAC, LLC, a capital investment
and management advisory services company. Mr. Dammeyer recently retired from his
positions as managing partner of Equity Group Investments, LLC, and Vice
Chairman and board member of Anixter International Inc. Mr. Dammeyer is a
director of Antec Corporation, GATX Corporation and Stericycle, Inc.
Mr. Dammeyer is also a trustee of Van Kampen Investments, Inc. closed-end funds.
GEORGE H. HEILMEIER, 64, was elected to the Board of Directors of TeleTech
in November 1998. Dr. Heilmeier is Chairman emeritus of Telcordia Technologies,
formerly Bell Communications Research, Inc., a provider of communications
software and engineering, consulting and training services ("Bellcore"), and he
served as Bellcore's President and Chief Executive Officer from 1991 to 1997 and
Chairman and Chief Executive Officer from 1997 until his retirement. He was
Senior Vice President and Chief Technical Officer of Texas Instruments, Inc.
from 1983 to 1991. He is a member of the Defense Science Board and the National
Academy of Engineering. Dr. Heilmeier also serves as a director of Compaq
Computer Corporation, Automatic Data Processing Inc., and TRW, Inc. He also is a
trustee of the Mitre Corporation.
MORTON H. MEYERSON, 62, has served as a director of TeleTech since
March 1998. Mr. Meyerson served, from 1992 to 1997, as Chairman and Chief
Executive Officer of Perot Systems Corporation, a computer
5
and information services provider. From 1979 to 1986, he served as President and
from May to December 1986, as Vice Chairman of the Board of Electronic Data
Systems, a computer and information services provider. Mr. Meyerson is also the
founder, Chairman and Chief Executive Officer of 2M Companies, Inc., a private
investment firm. Mr. Meyerson is a director of Crescent Real Estate
Equities, Inc., a real estate investment trust; Energy Services Company
International, Inc., an offshore drilling company; and Chairman of the advisory
committee of Lante Corp., an Internet services company.
ALAN SILVERMAN, 57, has served as a director of TeleTech since
January 1995. Mr. Silverman is a partner in Essaness Partners, a family
investment firm. Mr. Silverman is also a director of Bodega Latina Corporation,
BridgePath Inc., I-Behavior, Keystone Biomedical, Inc., Legal Research Network
and Video 44.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE NOMINEES
FOR ELECTION AS DIRECTORS.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
Directors are elected at each Annual Meeting of the Company's stockholders
to serve for one-year terms. During 2000, the Board of Directors held seven
meetings and took all other actions pursuant to unanimous written consents in
lieu of meetings. Each of the current directors attended at least 75% of all
meetings of the Board of Directors called during the time he served as a
director and at least 75% of all meetings of each committee of the Board of
Directors on which he served.
The Board of Directors has standing Audit, Compensation and Nominating
committees, which assist the Board in the discharge of its responsibilities.
Members of each committee are elected by the Board at its first meeting
following the Annual Meeting of stockholders and serve for one-year terms.
The Audit Committee reports to the Board regarding the appointment of the
independent public accountants of TeleTech, the scope and fees of the
prospective annual audit and the results thereof, compliance with TeleTech's
accounting and financial policies and management's procedures and policies
relative to the adequacy of TeleTech's internal accounting controls. The current
members of the Audit Committee are Rod Dammeyer, James Barlett and Alan
Silverman, each of whom is independent, as defined in Rule 4200(a)(5) of the
National Association of Securities Dealers' listing standards. During 2000, the
Audit Committee held four meetings and took all other actions pursuant to
unanimous written consents in lieu of meetings. The Audit Committee has a
written charter, which is attached as Exhibit A to this Proxy Statement. A
report from the Audit Committee appears on page 15 of this Proxy Statement.
The Compensation Committee reviews performance goals and determines or
approves the annual salary and bonus for each executive officer (consistent with
the terms of any applicable employment agreement); reviews, approves and
recommends terms and conditions for all employee benefit plans (and changes
thereto); and administers the TeleTech Holdings, Inc. 1999 Stock Option and
Incentive Plan, the TeleTech Holdings, Inc. 1995 Stock Plan, the TeleTech
Holdings, Inc. Employee Stock Purchase Plan and such other employee benefit
plans as may be adopted by TeleTech from time to time. See "Report of the
Compensation Committee on Executive Compensation." The Compensation Committee
also evaluates the compensation of Board Members. The current members of the
Compensation Committee are Rod Dammeyer and James Barlett, each of whom is a
non-employee director of the Company. During 2000, the Compensation Committee
held four meetings and took all other actions pursuant to unanimous written
consents in lieu of meetings. A report from the Compensation Committee appears
on page 13 of this Proxy Statement.
The Nominating Committee nominates and evaluates the performance of Board
members. The Nominating Committee will consider candidates for the Board
recommended by shareholders if the names and qualifications of such candidates
are submitted in writing to the Secretary of TeleTech, 1700 Lincoln
6
Street, Suite 1400, Denver, Colorado 80202. The current members of the
Nominating Committee are George Heilmeier and Morton H. Meyerson. During 2000,
the Nominating Committee held one meeting and took all other actions pursuant to
unanimous written consents in lieu of meetings.
COMPENSATION OF DIRECTORS
Except for the Chairman of the Board, Kenneth Tuchman, who received an
annual fee of $250,000 for his services as Chairman during 2000, TeleTech's
directors do not receive a fee for their services as such; however, all
directors are reimbursed for travel expenses incurred in attending Board and
committee meetings. In addition, each director who is neither an employee of the
Company nor the beneficial owner of 5% or more of the Company's outstanding
common stock receives an annual grant of options to purchase 15,000 shares of
common stock and each committee member receives an annual grant of options to
purchase 8,000 shares of common stock for each committee on which such member
has been appointed to serve.
The Company entered into an employment agreement in February 1998 with
Morton H. Meyerson, a director of the Company, pursuant to which Mr. Meyerson
agreed to render certain advisory and consulting services to the Company. As
compensation for such services, the Company granted to Mr. Meyerson an option to
purchase up to 200,000 shares of common stock with an exercise price of $9.50
per share, the closing sales price of the common stock as reported by the Nasdaq
Stock Market on the date of the employment agreement. The option vests over five
years and is subject to accelerated vesting if and to the extent that the
closing sales price of the common stock during any 15 consecutive trading days
equals or exceeds certain target levels. Under the terms of the option, the
exercise price is required to be paid by delivery of shares of common stock of
the Company that have a fair market value equal to the exercise price.
Accordingly, Mr. Meyerson will receive no more than 200,000 shares of common
stock pursuant to the option, net of shares received by the Company for exercise
consideration.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's directors, executive officers and beneficial owners of
more than 10% of the outstanding common stock (collectively, "insiders") to file
reports with the SEC disclosing their ownership of common stock and changes in
such ownership. The rules of the SEC require insiders to provide the Company
with copies of all Section 16(a) reports that the insiders file with the SEC.
Based solely upon the Company's review of copies of Section 16(a) reports
received by it, and written representations that no such reports were required
to be filed with the SEC, the Company believes that all of its insiders complied
with all Section 16(a) filing requirements applicable to them during 2000,
except that Rod Dammeyer reported a March transaction which should have been
reported on Form 4, late on Form 5.
7
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
earned by Scott Thompson, the Company's chief executive officer during 2000, and
the next four most highly compensated executive officers who were serving as
executive officers at the end of 2000 (collectively, the "named executive
officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
------------------------------ SECURITIES ALL OTHER
YEAR SALARY BONUS OTHER ANNUAL UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION ($) ($) ($) COMPENSATION OPTIONS (#) ($)(1)
--------------------------- -------- -------- -------- ------------ ------------ ------------
Scott D. Thompson .......... 2000 425,000 -- 837,790(2) 200,000 --
Chief Executive Officer 1999 73,558 -- 255,182(2) 1,000,000 --
and President until
March 2001
Joseph D. Livingston ....... 2000 546,215 200,000(3) 23,077(6) -- --
Executive Vice President 1999 428,415 209,748(4) 57,308(6) 230,000 37,171
until March 2001 1998 370,877 270,534(5) 18,000 -- 35,406
Michael E. Foss ............ 2000 250,000 112,000 100,058(7) 50,000 --
President--TeleTech 1999 14,423 -- -- 250,000 --
Companies Group
Larry Kessler .............. 2000 213,462 100,000 209,885(7) 250,000 --
Chief Operating Officer
until March 2001
Richard S. Erickson ........ 2000 235,000 70,000 -- 50,000 --
President and General 1999 200,178 50,000 -- 132,464 --
Manager--North America 1998 169,000 75,000 -- 100,000 --
------------------------
(1) Represents the full dollar value of premiums paid by the Company with
respect to life insurance for the benefit of Mr. Livingston and his
beneficiaries.
(2) Includes relocation costs paid in 1999 or reimbursed by TeleTech, a country
club membership and debt forgiveness in connection with a $900,000
promissory note (See Certain Relationships and Related Party Transactions).
(3) The net amount of Mr. Livingston's bonus was applied against his debt
obligation to TeleTech (See Certain Relationships and Related Party
Transactions).
(4) Includes $180,000 annual performance bonus and $29,748 of commissions.
(5) Includes a $150,000 annual performance bonus and $90,534 of commissions.
(6) Includes amounts paid as a car allowance and other perquisites paid by the
Company to or on behalf of Mr. Livingston, as well as compensation for
unused vacation for 1999 and 2000.
(7) Consists of relocation costs paid or reimbursed by TeleTech.
8
OPTION GRANTS IN 2000
The following table sets forth information with respect to options to
purchase shares of the Company's common stock that were granted in fiscal 2000
to the named executive officers.
INDIVIDUAL GRANTS
------------------------------------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL OF STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM(2)
OPTIONS GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- --------------- --------------- ----------- ---------- ------------ -------------
Scott D. Thompson......... 200,000 4.5% $21.5625 12/7/10 $2,712,108 $ 6,873,014
Joseph D. Livingston...... -- -- -- -- -- --
Michael E. Foss........... 50,000 1.1% $21.5625 12/6/10 $ 678,027 $ 718,254
Larry Kessler............. 250,000 5.6% $30.8125 3/27/10 $4,844,454 $12,276,797
Richard S. Erickson....... 50,000 1.1% $29.6250 8/16/10 $ 931,550 $ 2,360,731
------------------------
(1) These stock options become exercisable in 25% increments on the first,
second, third, and fourth anniversaries of the date of grant until the
expiration date 10 years from the grant date.
(2) The potential realizable value is calculated assuming that the fair market
value on the date of grant, which equals the exercise price, appreciates at
the indicated annual rate (set by the SEC), compounded annually, for the
10-year term of the option.
AGGREGATE OPTION EXERCISES IN 2000 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to options exercised
during 2000, and the aggregate number and value of shares underlying unexercised
options held as of December 31, 2000, by each of the named executive officers.
NUMBER OF SHARES
UNDERLYING
UNEXERCISED OPTIONS AS
OF DECEMBER 31, 2000 VALUE OF UNEXERCISED
(#) IN-THE-MONEY OPTIONS AS OF
SHARES ---------------------- DECEMBER 31, 2000
ACQUIRED VALUE ($)(1)
ON EXERCISE REALIZED EXERCISABLE/ --------------------------
NAME (#) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ---------------------- --------------------------
Scott D. Thompson.............. -- -- 500,000 700,000 $ 2,625,000 $2,625,000
Joseph D. Livingston........... -- -- 885,200 37,500 $13,689,655 $ 459,375
Michael E. Foss................ -- -- 50,000 250,000 $ 281,250 $1,125,000
Larry Kessler.................. -- -- -- 250,000 -- --
Richard S. Erickson............ -- -- 78,116 164,348 $ 770,671 $1,047,013
------------------------
(1) The value of each option is based on $18.375, the last reported sales price
of the common stock as reported on the Nasdaq Stock Market on December 29,
2000, less the exercise price payable for such shares.
EMPLOYMENT AGREEMENTS
AGREEMENT WITH SCOTT D. THOMPSON. The Company entered into an employment
agreement with Scott Thompson, the Company's former Chief Executive Officer and
President, effective October 18, 1999. Pursuant to his employment agreement,
Mr. Thompson was entitled to receive an annual base salary of $425,000 and a
guaranteed bonus for 2000 of not less than $340,000 payable by March 31, 2001.
9
Mr. Thompson resigned in March of 2001. In connection with his resignation,
Mr. Thompson entered into a Separation and Mutual General Release Agreement with
the Company whereby Mr. Thompson will continue to receive his salary for a
period of nine months and the Company will forgive certain debt obligations,
subject to certain conditions. (See Certain Relationships and Related Party
Transactions).
AGREEMENT WITH JOSEPH D. LIVINGSTON. The Company entered into an employment
agreement with Joseph Livingston whereby Mr. Livingston is entitled to receive
an annual base salary of $380,000 and an annual bonus of $150,000. The agreement
prohibits Mr. Livingston from disclosing any confidential information or trade
secrets of TeleTech and, for one year after termination of his employment with
TeleTech, from engaging in any business or becoming employed or otherwise
rendering services to any company engaging in inbound or outbound customer
management services or other businesses that are competitive with TeleTech.
Mr. Livingston also has certain debt obligations to the Company (see Certain
Relationships and Related Party Transactions). The entire net amount of
Mr. Livingston's bonus for 1999 was applied toward Mr. Livingston's debt
obligation to TeleTech in 2000. Mr. Livingston's employment as an executive vice
president with the Company ended in March 2001.
AGREEMENT WITH MICHAEL FOSS. The Company entered into an employment
agreement with Michael Foss whereby Mr. Foss is entitled to receive a base
salary of $250,000 with an initial bonus of $75,000, a bonus for 2000 of not
less than 70% of his base salary, and ongoing annual performance based bonuses.
AGREEMENT WITH LARRY KESSLER. The Company entered into an employment letter
with Larry Kessler whereby Mr. Kessler was entitled to receive a base salary of
$300,000. Mr. Kessler resigned in March 2001. In connection with his
resignation, Mr. Kessler entered into a Separation and Mutual General Release
Agreement with the Company whereby Mr. Kessler will receive $300,000 over twelve
months, subject to certain conditions (see Certain Relationships and Related
Party Transactions).
AGREEMENT WITH RICHARD S. ERICKSON. The Company entered into an employment
letter with Richard Erickson in 1997 whereby Mr. Erickson is entitled to receive
an annual base salary of $158,000, an initial bonus of $75,000 to offset lost
revenue opportunity, a first year bonus of $50,000, and ongoing annual
performance based bonuses. Mr. Erickson has received merit based pay increases,
but he does not have a formal employee's agreement. Mr. Erickson also has
certain debt obligations to the Company (See Certain Relationships and Related
Party Transactions).
EXECUTIVE CHANGE OF CONTROL AND TERMINATION ARRANGEMENTS
The Company's standard option agreement for employees who are employed at
the director level or higher contains, with respect to options granted during
the latter half of 1999 and for future option grants, a provision whereby the
vesting of such options (which typically have a 4 year vesting period) would
accelerate by a period of 2 years immediately upon the occurrence of a change of
control. In addition, certain executives recently resigned from the Company and
entered into Separation and Mutual General Release Agreements (see Certain
Relationships and Related Party Transactions).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company has entered into agreements pursuant to which Avion, LLC and
AirMax LLC provide certain aviation flight services to and as requested by the
Company. Such services include the use of an aircraft and flight crew.
Kenneth D. Tuchman, chairman of the board and Chief Executive Officer of the
Company, has a direct beneficial ownership interest equal to 100% in Avion, LLC.
During 2000 the Company paid an aggregate of $677,000 to Avion, LLC for services
provided to the Company. Mr. Tuchman directly or indirectly also purchases
services from AirMax LLC and from time to time provides short-term loans to
AirMax LLC. During 2000 the Company paid to AirMax LLC an aggregate of $460,000
for services provided to the Company.
10
During the fourth quarter of 2000, the Company and its enhansiv subsidiary
executed a transaction pursuant to which all the common stock of enhansiv was
sold to a group of investors. One of the investors, Kenneth Tuchman, also serves
as Chief Executive Officer of the Company and Chairman of the Board of
Directors. Mr. Tuchman purchased approximately 43% of enhansiv's common stock
for $3 million. The interests in enhansiv were sold to Mr. Tuchman on the same
basis as other investors as negotiated by and based upon an arms-length
transaction between the parties.
The Company utilizes the services of EGI Risk Services, Inc. for reviewing,
obtaining and/or renewing various insurance policies. EGI Risk Services, Inc. is
a wholly owned subsidiary of Equity Group Investments, Inc. Rod Dammeyer, a
director of the Company, was until recently the managing partner of Equity Group
Investments, Inc., and Samuel Zell, a former director of the Company, was
chairman of the board. During the years ended December 31, 2000, 1999 and 1998,
the Company incurred $1,127,000, $3,521,000 and $2,288,00, respectively, for
such services. The Company also paid approximately $80,000 for products and
services provided by Anixter International Inc. Mr. Dammeyer served on the Board
of Anixter until February of 2001.
On March 13, 2001, the Company and Mr. Thompson, the former Chief Executive
Officer of the Company, entered into a Separation and Mutual General Release
Agreement whereby (i) Mr. Thompson resigned, (ii) the Company agreed to continue
paying Mr. Thompson's salary for nine months, (iii) Mr. Thompson agreed to pay
the Company $18,000, and (iv) subject to Mr. Thompson's compliance with the
terms of his non-disclosure and non-compete agreement, the Company agreed to
cancel and forgive, effective September 12, 2002, Mr. Thompson's indebtedness to
the Company related to (a) that certain promissory note dated January 15, 2001
in the original principal amount of $500,000, and (b) the tax liability, of
approximately $300,000, paid by the Company as a result of the Company's
forgiveness of amounts owed pursuant to that certain promissory note dated
October 18, 1999 in the original principal amount of $900,000. The loans to
Mr. Thompson were evidenced by a promissory note dated January 15, 2001 in the
original principal sum of $500,000 together with interest on the unpaid balance
accruing at a rate of 8% per annum and a promissory note dated October 18, 1999
in the original principal sum of $900,000 together with interest on the unpaid
balance accruing at a rate of 6% per annum. Interest on the $900,000 loan was
forgiven on a month to month basis. The loans evidenced by such promissory notes
were for the personal use of the employee. The largest aggregate amount
outstanding during the period since inception of the notes was $951,928.00.
On March 12, 2001, the Company and Mr. Kessler, the former Chief Operating
Officer of the Company, entered into a Separation and Mutual General Release
Agreement whereby Mr. Kessler resigned and the Company agreed to pay Mr. Kessler
$300,000 over twelve months.
On November 28, 2000, Mr. Erickson, the President and General Manager, North
America, executed a promissory note for the benefit of TeleTech in the original
principal sum of $150,000 together with interest on the unpaid balance at a rate
of 6% per annum. The loan evidenced by the promissory note is secured by
proceeds from sales by Mr. Erickson of shares of common stock issued to him upon
his exercise of TeleTech stock options. On March 28, 2001, Mr. Erickson executed
a promissory note for the benefit of TeleTech in the original principal amount
of $850,000 together with interest on the unpaid balance at a rate of 8% per
annum. The loan evidenced by the promissory note is secured by a first priority
lien and security interest in all bonus payments payable to Mr. Erickson, all
proceeds from the exercise of stock options granted to Mr. Erickson, and any
severance compensation payable to Mr. Erickson. The loans evidenced by such
promissory notes were for the personal use of the employee. The largest
aggregate amount outstanding during the period since inception of the loans is
$850,559.00.
On October 19, 1998, a wholly-owned subsidiary of the Company made a
$400,000 interest-free loan to Joseph D. Livingston, an Executive Vice President
of the Company. The loan is secured by all amounts due and payable by the
Company at any time to Mr. Livingston, and the proceeds from sales by
Mr. Livingston, if any, of shares of common stock issued to him upon his
exercise of TeleTech stock
11
options. The Company applied the net amount of Mr. Livingston's 2000 and 1999
bonuses toward repayment of the loan.
On March 16, 1999, Pamet River, Inc., a global marketing company, was merged
into a wholly-owned subsidiary of TeleTech. Morton H. Meyerson, a director of
TeleTech, had purchased shares of Series A Preferred Stock of Pamet River in
April 1998 as a personal investment. As consideration for the merger and in his
capacity as a stockholder of Pamet River, Mr. Meyerson received 94,350 shares of
TeleTech common stock. For purposes of the merger, the TeleTech common stock was
valued at $7 per share.
During 2000, the following non-employee directors served on our compensation
committee: James E. Barlett and Rod Dammeyer. There were no compensation
committee interlocks during 2000.
TeleTech believes that all transactions disclosed above have been, and
TeleTech's Board of Directors intends that any future transactions with its
officers, directors, affiliates or principal stockholders will be, on terms that
are no less favorable to TeleTech than those that are obtainable in arm's length
transactions with unaffiliated third parties.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933 ("SECURITIES ACT") OR THE
EXCHANGE ACT THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY
STATEMENT, IN WHOLE OR IN PART, THE REPORT PRESENTED BELOW AND THE PERFORMANCE
GRAPH FOLLOWING THE REPORT SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
12
REPORT OF THE COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee") approves and oversees the Company's compensation
policy, approves salaries and annual bonuses for executive management of the
Company, including the named executive officers, and administers the Company's
stock option plans and stock purchase plan. In fulfilling its responsibilities,
the Compensation Committee receives significant input from the Company's Chief
Executive Officer and other members of senior management. The Compensation
Committee is composed of non-employee directors.
COMPENSATION POLICY
COMPONENTS OF COMPENSATION. The Company's compensation policy for executive
management is designed to recruit, motivate and retain highly qualified
individuals by (i) rewarding individual achievement, (ii) enabling individuals
to share in the risks and rewards of the Company's overall performance and
(iii) paying compensation that is competitive with industry compensation levels.
The key components of the Company's current compensation policy, which is
designed to balance short-term and long-term considerations, are competitive
salaries, annual cash performance bonuses and long-term equity incentives. With
respect to 2000 compensation, the Compensation Committee did not use a specific
formula to evaluate performance, determine the specific amount of compensation
payable to any individual or allocate each individual's total compensation among
salary, bonus and stock options; however, the Compensation Committee believes
that the compensation paid by the Company to its executive management is
commensurate with the services they rendered to the Company.
ANNUAL OPTION GRANT PROGRAM. The Company has implemented an annual option
grant program pursuant to which the Company grants stock options to certain
members of management. Awards are granted on a discretionary basis based upon
performance evaluations of eligible employees. Management believes that the
annual option grant program is in the best interests of the Company because
(i) the equity-based awards, which will vest over a four-year period after
grant, will provide the recipients with an incentive to remain in the Company's
employ and (ii) broader stock ownership among middle and senior management level
employees will more closely align their interests with the interests of the
Company's stockholders.
2000 COMPENSATION
ANNUAL SALARIES. The Chief Executive Officer of the Company, has authority
to hire all members of executive management of the Company, subject to the
Compensation Committee's approval of the compensation to be paid to such
executives. Subject to the approval of the Compensation Committee, the CEO also
determines the compensation payable to persons offered executive level
employment with the Company and annual salary increases for members of the
Company's executive management. The Board, at the recommendation of the
Compensation Committee, determines annual adjustments to the CEO's salary and
bonus compensation. In determining and approving the amount of annual salary and
salary increases for executive management, the CEO and the Compensation
Committee consider factors such as the executive's contribution to the Company's
overall operating effectiveness, strategic success and profitability; the
executive's role in developing and maintaining key client relationships; the
level of responsibility, scope and complexity of such executive's position
relative to other executive management; and the executive's leadership growth
and management development over the past year. The salaries of the Company's
named executive officers, which are listed in the Summary Compensation Table
located elsewhere in this proxy statement, are governed primarily by written
employment agreements with the Company.
PERFORMANCE BONUSES. Cash performance bonuses for executives are determined
and approved annually by the Compensation Committee based on a subjective
evaluation of each executive's actual
13
performance relative to predetermined performance goals, which are based upon
factors over which each executive has significant control. The performance goals
for executives who are responsible for a particular business unit or functional
department, for example, generally are based upon gross revenue or net income
targets for such strategic business, or unit functional department. Evaluation
of individual performance may take into account the extent to which
predetermined strategic goals and business plans are met and whether special
projects and tasks undertaken by the executive during the preceding year have
been successfully completed. In addition, the Compensation Committee generally
considers the Company's overall financial performance, including the achievement
of gross revenue and net income goals.
LONG-TERM INCENTIVES. Stock-based compensation is also an important element
of the Company's compensation policy. Stock options are generally offered to
induce an executive to accept employment with the Company. The Compensation
Committee believes that stock options, which vest over time and are subject to
forfeiture, align the interests of executive management with the interests of
the Company's stockholders. The Compensation Committee also believes that
substantial equity ownership by individuals in leadership positions within the
Company ensure that such individuals will remain focused on building stockholder
value. An executive officer level committee, consisting of the Company's Chief
Executive Officer, the Company's Chief Financial Officer and the Company's
General Counsel has the authority to administer the Company's stock option plans
with respect to option grants of not more than 100,000 option to employees who
are not executive officers. Any stock option grants in excess of 100,000 or to
an executive officer must be approved by the Compensation Committee.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The compensation paid to Scott
D. Thompson, the Company's Chief Executive Officer and President during 2000,
was governed by his employment agreement. Pursuant to his employment agreement,
Mr. Thompson was entitled to receive an annual base salary of $425,000.
Mr. Thompson's employment agreement also provided for the grant of 1,000,000
stock options and a $900,000 loan, which was forgiven after Mr. Thompson had
been employed as the Chief Executive Officer of the Company for one year from
the date of his employment agreement (see Certain Relationships and Related
Party Transactions). As indicated in "Certain Relationships and Related Party
Transactions," Mr. Thompson recently resigned. The Company's Compensation
Committee has considered and approved an annual base salary of $250,000 for the
Company's interim CEO, Kenneth Tuchman.
LIMITATIONS ON THE DEDUCTIBILITY OF COMPENSATION. Under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and applicable
Treasury regulations, no tax deduction is allowed for annual compensation in
excess of $1 million paid to the five most highly compensated executive
officers. Performance-based compensation that has been disclosed to and approved
by stockholders, by a majority of the vote in a separate shareholder vote before
the payment of such compensation, is excluded from the $1 million limit if,
among other requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals and the board committee that
establishes such goals consists only of "outside directors" as defined for
purposes of Section 162(m). All of the members of the Compensation Committee
qualify as "outside directors." The Compensation Committee intends to maximize
the extent of tax deductibility of executive compensation under the provisions
of Section 162(m) so long as doing so is compatible with its determinations as
to the most appropriate methods and approaches for the design and delivery of
compensation to executive officers of the Company.
SUBMITTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS
Rod Dammeyer
James Barlett
14
REPORT FROM THE AUDIT COMMITTEE
We perform the following functions:
- provide an open avenue of communication among the Company's independent
auditor, the Company's director of internal auditing and the board of
directors.
- oversee the adequacy of the Company's internal controls and financial
reporting process and the reliability of the Company's financial
statements.
- confirm and assure the independence of the Company's independent auditors
and the objectives of the Company's director of internal auditing.
We meet with management periodically to consider the adequacy of the
Company's internal controls and the objectivity of its financial reporting. We
discuss these matters with the Company's independent auditors and with
appropriate Company financial personnel, including the Company's director of
internal auditing.
We also recommend to the Board the appointment of the independent auditors
and review periodically their performance and independence from management.
The Directors who serve on the committee are all "Independent" for purposes
of the National Association of Securities Dealers standards. That is, the Board
of Directors has determined that none of us has a relationship to TeleTech that
may interfere with our independence from TeleTech and its management.
The Board has adopted a written charter setting out the audit related
functions the committee is to perform. You can find a copy of that charter
attached to this proxy statements as Exhibit A.
Management has primary responsibility for the Company's financial statements
and the overall reporting process, including the Company's system of internal
controls.
The independent auditors audit the annual financial statements prepared by
management, express an opinion as to whether those financial statements fairly
present the financial position, results of operations and cash flows of the
Company in conformity with generally accepted accounting principles and discuss
with us any issues they believe should be raised with us.
This year, we reviewed the Company's financial statements and met with both
management and Arthur Andersen, the Company's independent auditors, to discuss
those financials statements. Management has represented to us that the financial
statements were prepared in accordance with generally accepted accounting
principles.
We have received from and discussed with Arthur Andersen the written
disclosure and the letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees). These items relate to
that firm's independence from the company. We also discussed with Arthur
Andersen any matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).
For the year ended December 31, 2000, we incurred fees for services from
Arthur Andersen LLP as discussed below.
- AUDIT FEES. The aggregate fees billed for professional services rendered
by Arthur Andersen LLP for the audit of our annual financial statements
and the review of the financial statements included in our Forms 10-Q for
the year ended December 31, 2000 were approximately $457,313.
- ALL OTHER FEES. The aggregate fees billed for all other services rendered
by Arthur Andersen LLP for the year ended December 31, 2000 were
approximately $1,263,926.
15
The Audit Committee has considered whether the independent auditors'
provision of other non-audit services to the Company is compatible with the
auditors' independence and determined that it is compatible.
Based on these reviews and discussions, we recommended to the Board that the
Company's audited financial statements be included in the company's Annual
Report on Form 10-K for the year ended December 31, 2000.
Rod Dammeyer (Chairman)
James Barlett
Alan Silverman
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's common stock since consummation of the Company's initial public
offering in August 1996 with the cumulative total return of the Nasdaq Stock
Market (U.S.) Index; the Russell 2000 Index; and a customized peer group (the
"Peer Group"). The performance graph shows the return of $100 invested in the
Company's common stock, the Nasdaq Stock Market (U.S.) Index, the Russell 2000
Index, and the Peer Group on August 1, 1996. The Peer Group is composed of APAC
Customer Services Inc., Convergys Corporation, Sitel Corporation, Sykes
Enterprises Inc., Telespectrum Worldwide Inc. and West Corporation. Stock price
performance shown on the graph below is not necessarily indicative of future
price performance.
COMPARISON OF 53 MONTH CUMULATIVE TOTAL RETURN*
AMONG TELETECH HOLDINGS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE RUSSELL 2000 INDEX AND A PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
TELETECH NASDAQ STOCK
HOLDINGS, INC. MARKET (U.S.) RUSSELL 2000 PEER GROUP
8/1/96 $100.00 $100.00 $100.00 $100.00
12/96 $179.31 $119.30 $115.66 $103.05
12/97 $78.45 $146.12 $141.53 $51.84
12/98 $70.69 $206.06 $137.92 $42.66
12/99 $232.43 $382.93 $167.24 $67.91
12/00 $154.31 $230.40 $146.19 $66.45
* $100 invested on 8/1/96 in stock or on 7/31/96 in index--including
reinvestment of dividends. Fiscal year ending December 31.
16
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has engaged Arthur Andersen LLP to audit the Company's financial
statements for fiscal 2001. Arthur Andersen LLP audited the Company's financial
statements for fiscal 2000 and the decision to retain Arthur Andersen LLP has
been approved by the Board of Directors. Although not required, the Board of
Directors is submitting its selection of Arthur Andersen LLP as the Company's
independent auditors to the stockholders for ratification as a matter of good
corporate practice. In the event of a negative vote by the stockholders on such
ratification, the Board of Directors will review its future selection of
auditors. A representative of Arthur Andersen LLP is expected to attend the
Annual Meeting of stockholders and will have the opportunity to make a
statement, if he or she so desires, and will be available to respond to
appropriate questions of stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
GENERAL INFORMATION
NEXT ANNUAL MEETING OF STOCKHOLDERS
Notice of any stockholder proposal that is intended to be included in the
Company's proxy statement and form of proxy for its next Annual Meeting of
stockholders must be received by the Secretary of the Company no later than
December 21, 2001 [120 days before the mailing date of proxy]. Such notice must
be in writing and must comply with the other provisions of Rule 14a-8 under the
Exchange Act. In addition, the persons named in the proxy for the next Annual
Meeting will have discretionary authority to vote with respect to any matter
that is brought by any stockholder during the meeting, not described in the
proxy statement for such meeting, unless the Company received written notice, on
or before 45 days before the mailing date of proxy, that such matters would be
raised at the meeting. Any notices regarding stockholder proposals must be
received by the Company at its principal executive offices at 1700 Lincoln
Street, Suite 1400, Denver, Colorado, 80203, Attention: General Counsel.
ANNUAL REPORT ON FORM 10-K
The Company's 2000 Annual Report on Form 10-K is being mailed to the
stockholders together with this proxy statement; however, the report is not part
of the proxy solicitation materials. Copies of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000 may be obtained without charge
upon request made to TeleTech Holdings, Inc., 1700 Lincoln Street, Suite 1400,
Denver, Colorado, 80203, Attention: Investor Relations.
By Order of the Board of Directors,
[SIG]
James B. Kaufman
SECRETARY, EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
Denver, Colorado
17
ADMISSION TICKET
ANNUAL MEETING OF STOCKHOLDERS
TELETECH HOLDINGS, INC.
THURSDAY, MAY 24, 2001
10:00 A.M. MDT
WELLS FARGO CENTER
JOHN D. HERSHNER CONFERENCE ROOM
1700 LINCOLN STREET
DENVER, CO 80203
(303) 894-4000
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
Please Detach and Mail in the Envelope Provided
A /X/ Please mark your
votes as in this
example using dark
ink only.
The Board of Directors recommends a vote FOR Proposals 2, 3 and 4.
FOR ALL NOMINEES
(except as indicated WITHHOLD AUTHORITY
below) to vote for all nominees
1. Election of Directors: / / / /
(Instruction: To withhold authority to vote for NOMINEES: KENNETH TUCHMAN
an individual nominee, strike a line through JAMES BARLETT
the nominee's name at right.) ROD DAMMEYER
GEORGE HEILMEIER
MORTON MEYERSON
------------------------------------------- ALAN SILVERMAN
FOR AGAINST ABSTAIN
2. Ratification of the appointment of Arthur / / / / / /
Andersen LLP as the Company's independent
auditors
Do you plan to attend the Annual Meeting? / / / /
YES NO
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ALL OF THE BOARD OF
DIRECTORS' NOMINEES AND "FOR" PROPOSAL 2.
SIGNATURE(S)__________________________________________________ DATE ___________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TELETECH HOLDINGS, INC.
The undersigned, having received Notice of Annual Meeting and Proxy
Statement, hereby appoints KENNETH TUCHMAN and JAMES KAUFMAN, and each of
them, proxies with full power of substitution, for and in the name of the
undersigned, to vote all shares of Common Stock of TELETECH HOLDINGS, INC.
owned of record by the undersigned at the 2001 Annual Meeting of Stockholders
to be held at Wells Fargo Center, John D. Hershner Conference Room, located
at 1700 Lincoln Street, Denver, Colorado 80203, on May 24, 2001, at 10:00
a.m., local time, and any adjournments or postponements thereof, in
accordance with the directions marked on the reverse side hereof. The
proxies, or each of them, in their or his sole discretion, are authorized to
vote for the election of a person nominated to the Board of Directors if any
nominee named herein becomes unable to serve or if for any reason whatsoever,
another nominee is required, and the proxies, or each of them, in their or
his sole discretion are further authorized to vote on other matters which may
properly come before the 2001 Annual Meeting and any adjournments or
postponements thereof.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(PLEASE SIGN ON OTHER SIDE)