-----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, TuT2kukOY2uFdpq+xuQWFfITJt1nNYIeM/+BZniGazbxJpYjOzTQ/JkztprvJr6c iZMwGdvZT15rhbsq5AtSbw== 0000950103-05-002502.txt : 20051214 0000950103-05-002502.hdr.sgml : 20051214 20051214171304 ACCESSION NUMBER: 0000950103-05-002502 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCI INC CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10415 FILM NUMBER: 051264564 BUSINESS ADDRESS: STREET 1: 500 CLINTON CENTER DRIVE CITY: CLINTON STATE: MS ZIP: 39056 BUSINESS PHONE: 6014605600 FORMER COMPANY: FORMER CONFORMED NAME: MC INC DATE OF NAME CHANGE: 20040420 FORMER COMPANY: FORMER CONFORMED NAME: WORLDCOM INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: MCI WORLDCOM INC DATE OF NAME CHANGE: 19980914 8-K 1 dec1305_8k.htm 8-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

______________

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): December 8, 2005

MCI, Inc.

(Exact Name of Registrant as Specified in Charter)


DELAWARE 001-10415 20-0533283
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
   

22001 Loudoun County Parkway,   20147
Ashburn, Virginia
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (703) 886-5600

  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 







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Item 1.01. Entry into a Material Definitive Agreement.

On December 8, 2005, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of MCI, Inc. (the “Company”) approved the payment of incentive awards to the Company’s named executive officers, other than the Chief Executive Officer, in respect of the second half of 2005. As previously disclosed, incentive awards were made pursuant to the terms of the Company’s Corporate Variable Pay Plan based on a “balanced scorecard” of individual performance relating to pre-identified Key Result Areas and the Company’s EBITDA. Based on the foregoing, and using third-quarter performance as the measure for second-half 2005 performance in light of the Company’s pending acquisition by Verizon Communications Inc., the Compensation Committee approved payment at target levels. The following table sets forth the incentive awards made to the Company’s named executive officers, other than the Chief Executive Officer, in respect of the second half of 2005:

Name Title Incentive Award
Robert T. Blakely Executive Vice President and Chief
Financial Officer
$297,500
Jonathan C. Crane Executive Vice President of Strategy
and Corporate Development
$287,500
Wayne E. Huyard President, U.S. Sales and Service $437,500
Anastasia D. Kelly Executive Vice President and
General Counsel
$276,250

Payments will be made on or about December 16, 2005.

On December 9, 2005, the Board approved the incentive award for Michael D. Capellas, the Company’s Chief Executive Officer, in respect of the fiscal year 2005 performance period. In determining the incentive award for 2005, the Board reviewed Mr. Capellas’ outstanding accomplishments during 2005, including the Company’s performance with respect to its financial and operational goals for 2005, the negotiation of the merger agreement with Verizon Communications Inc. and securing the shareholder and regulatory approvals of such merger agreement, retention of all key operating executives during the merger period, introduction of new products, and improvements in customer service. The amount of the incentive award approved for Mr. Capellas was $2,250,000, and the payment will be made on or about December 16, 2005.






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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  MCI, INC.
  (Registrant)
       
Dated: December 14, 2005 By: /s/ Robert T. Blakely
   
    Name: Robert T. Blakely
    Title: Executive Vice President and Chief
Financial Officer



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