West Corporation (NASDAQ:WSTC) Files An 8-K Submission of Matters to a Vote of Security Holders

West Corporation (NASDAQ:WSTC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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A special meeting of stockholders of West Corporation, a Delaware corporation (“West” or the “Company”), was held on July26, 2017 via webcast at www.virtualshareholdermeeting.com/WSTC2017SM (the “Special Meeting”). A total of 72,978,614 shares of the Company’s common stock, out of a total of 85,154,029 shares of common stock issued and outstanding and entitled to vote as of June26, 2017 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, and, therefore, a quorum was present.A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated June27, 2017 and first mailed to the Company’s stockholders on or about June30, 2017, is set forth below:

Approval of the Merger Agreement

As previously reported, on May9, 2017, West entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mount Olympus Holdings, Inc., a Delaware corporation (“Parent”), and Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of West by Parent at a price of $23.50 per share in cash. Subject to the terms and conditions of the Merger Agreement, Sub will be merged into West, with West surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 86% of the outstanding shares of the Company voted in favor of the proposal. Approximately 99.8% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

VotesFor

Votes Against

Abstentions

Broker Non-Votes

72,815,075

45,517 118,022

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. Approximately 97% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

VotesFor

Votes Against

Abstentions

Broker Non-Votes

71,014,566

1,738,286 225,772

Adjournment of the Special Meeting

Because stockholders holding at least a majority of the shares of the Company’s common stock outstanding and entitled to vote at the close of business on the Record Date approved the proposal to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there had been insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

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About West Corporation (NASDAQ:WSTC)

West Corporation (West) is a global provider of technology-enabled communication services. The Company offers a range of communication and network infrastructure solutions that helps to manage or support communications. The Company operates through four segments: Unified Communications Services, which includes collaboration services, Unified Communications as a Service (UCaaS) and telecom services; Safety Services, which includes 9-1-1 network services, 9-1-1 telephony systems and services, 9-1-1 solutions for enterprises and database management; Interactive Services, which includes notifications and mobility, interactive voice response (IVR) self-service, cloud contact center and professional services, and Specialized Agent Services, which includes healthcare advocacy services, cost management services and revenue generation. The Company has sales and/or operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America.

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