-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eun+r+5/mvTV3j4riWUMf2+rzGJgPQhIBWCjBBkX82nNIH5o4F1tgiPR9L3Fg11n qN9p6/zZxeDx3wLC10jxjw== 0000101830-06-000005.txt : 20060421 0000101830-06-000005.hdr.sgml : 20060421 20060421095518 ACCESSION NUMBER: 0000101830-06-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060417 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINT NEXTEL CORP CENTRAL INDEX KEY: 0000101830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 480457967 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04721 FILM NUMBER: 06771404 BUSINESS ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 703-433-4000 MAIL ADDRESS: STREET 1: 2001 EDMUND HALLEY DRIVE CITY: RESTON STATE: VA ZIP: 20191 FORMER COMPANY: FORMER CONFORMED NAME: SPRINT CORP DATE OF NAME CHANGE: 19921222 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: UNITED UTILITIES INC DATE OF NAME CHANGE: 19731011 8-K 1 k20060420.txt CURRENT REPORT RE BENEFITS POST SPIN-OFF UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________________________ FORM 8-K ________________________________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2006 ________________________________________________________________________________ SPRINT NEXTEL CORPORATION (Exact name of registrant as specified in its charter) ________________________________________________________________________________ Kansas 1-04721 48-0457967 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2001 Edmund Halley Drive, Reston, Virginia 20191 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (703) 433-4000 (Former Name or Former Address, if Changed Since Last Report) ________________________________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. Executive Chairman Security Plan On April 17, 2006, the Human Capital and Compensation Committee of the Board of Directors of Sprint Nextel Corporation ("Sprint Nextel") established an overall security plan for Timothy Donahue, Executive Chairman. The plan is similar to the one adopted in May 2003 for Gary Forsee, Chief Executive Officer. The security plan was recommended by an independent security consultant. As part of the security plan, Mr. Donahue will be required to use company aircraft in lieu of commercial aircraft for all travel, including personal travel. Treatment of Equity-Based Awards in Spin-off of Local Communications Business On April 17, 2006, the Human Capital and Compensation Committee also approved the specific formulas for adjustment or conversion of outstanding Sprint Nextel equity awards in the spin-off of Sprint Nextel's local communications business, which will be called Embarq Corporation. The formulas are consistent with the framework approved by the committee in December 2005 and reported in Sprint Nextel's Current Report on 8-K filed on December 16, 2005, except with respect to Sprint Nextel deferred shares that were issued by Nextel Communications, Inc. to its employees before the Sprint-Nextel merger. As required by the provisions in the award agreements relating to the deferred shares, the number of Sprint Nextel deferred shares covered by the awards will be adjusted upwards rather than the holders of the awards receiving deferred shares in Embarq. Deferred Compensation Plans On April 18, 2006, the Board of Directors approved amendments to the Sprint Executive Deferred Compensation Plan, the Director's Deferred Fee Plan and the Centel Directors Deferred Compensation Plan. The amendments, which will be effective at the time of the spin-off of Embarq, would o establish an Embarq stock unit fund to be credited with share units representing the dividend of Embarq stock on the share units representing Sprint Nextel stock in the plans; o provide participants in the plans the ability to redirect the share units representing Embarq stock into any other investment alternative available in the respective plans until December 31, 2006, after which the value of any remaining share units in the Embarq stock unit fund will be transferred into the fund representing Sprint Nextel stock; and o authorize the Employee Benefits Committee (the "EBC") to make amendments to the plans for the purpose of legislative or regulatory compliance or administration of the plans. The Sprint Nextel Deferred Compensation Plan provides under its terms that the EBC has authority to amend that plan. Consistent with the amendments to the other deferred compensation plans, it is expected that the EBC will amend the Sprint Nextel Deferred Compensation Plan, effective at the time Embarq is spun-off, to establish an Embarq stock unit fund similar to the fund that will be established for the other plans and to provide participants with the same ability to redirect the share units representing Embarq stock as described above. Item 9.01 Financial Statements and Exhibits. Exhibits. The following exhibit is being filed with this report: Exhibit No. Description 10.1 Summary of Executive Officer Benefits and Board of Directors Benefits and Fees 1 ________________________________________________________________________________ SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINT NEXTEL CORPORATION By: /s/ Michael T. Hyde Michael T. Hyde Assistant Secretary Date: April 21, 2006 2 EXHIBIT INDEX Exhibit No. Description 10.1 Summary of Executive Officer Benefits and Board of Directors Benefits and Fees EX-10 2 k20060420exh10.txt SUMMARY OF EXEC OFFICER AND DIRECTOR BENEFITS Exhibit 10.1
SUMMARY OF EXECUTIVE OFFICER BENEFITS AND BOARD OF DIRECTORS BENEFITS AND FEES * Description of Benefit Eligible Positions Amount/Schedule Club Memberships Chief Executive Officer, Chief Club Membership, not including Operating Officer, President, dues Consumer Solutions Sprint Nextel Long-Distance Board of Directors Actual usage (continues after Telephone and Wireless retirement for up to 120 months Service (1) for legacy Sprint Directors with 5 years or more service) and use of Sprint PCS and IDEN handsets, accessories, equipment and replacement parts related to this service. Sprint Nextel Long-Distance Executive Officers Legacy Sprint: Actual usage Telephone Service (1) (continues after retirement) Personal use of corporate Chief Executive Officer and Under an executive security aircraft Chairman program established by the Human Capital and Compensation Committee, each of the CEO and Chairman is required to use Sprint Nextel aircraft for personal as well as business travel. Sprint Nextel provides these security services for its benefit rather than as a personal benefit or perquisite for the CEO or Chairman. Other Executive Officers and The CEO must pre-approve any Board of Directors proposed personal use of the corporate aircraft for personal reasons. Executive Physical Legacy Sprint Executive Officers Reimbursement for Annual Physical Examination Separation Executive Officers (unless Legacy Sprint: 1 year salary and otherwise provided in an individual benefits continuation plus lump agreement with an officer) sum bonus payment at conclusion of one year period equal to 80 percent of target opportunity Legacy Nextel: Benefits set forth in Nextel Change of Control Retention Bonus and Severance Pay Plan Description of Benefit Eligible Positions Amount/Schedule Fees Board of Directors Annual retainer - $70,000/year Additional Annual retainer for Lead Directors - $75,000/year Committee Chair additional annual retainer Audit Committee - $20,000 Human Capital and Compensation Committee - $15,000 Other Committees - $10,000 Board and Committee Meeting Fees - $2,000/meeting Telephonic Board and Committee Meeting Fees- $1,000/meeting Annual award of $100,000 in restricted stock units _________ * This summary is effective beginning April 17, 2006 and replaces the schedule filed as Exhibit 10.47 to Sprint Nextel's Annual Report on Form 10-K for the year ended December 31, 2005 (1) Sprint reimburses for income taxes associated with these benefits.
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