Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors of Sprint Nextel
Pursuant to the terms of the Merger Agreement, effective as of July 10, 2013, the following members of the Sprint Nextel board of directors resigned:
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Name
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Committee of Sprint Nextels Board of Directors
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Larry C. Glasscock
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Audit, Executive and Finance Committees
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James H. Hance, Jr.
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Audit, Executive and Finance Committees
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V. Janet Hill
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Compensation, Executive and Nominating & Corporate Governance Committees
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Sven-Christer Nilsson
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Nominating & Corporate Governance Committee
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William R. Nuti
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Compensation and Finance Committees
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Rodney ONeal
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Compensation and Nominating & Corporate Governance Committees
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In addition, effective as of the closing of the Merger, the other members of the Sprint Nextel board of directors,
Messrs. Hesse, Bennett, Bethune and Ianna also resigned, and, effective as of the same time, were appointed to the New Sprint board of directors, as set forth under the heading
Election of New Directors of New Sprint
below.
There were no disagreements between such resigning Sprint Nextel directors with Sprint Nextel relating to Sprint Nextels operations,
policies or practices.
Resignation of Director and Officer of New Sprint
In connection with the completion of the Merger, effective as of July 10, 2013, Steven R. Murray resigned as director, Secretary and Treasurer of New Sprint. There were no disagreements between
Mr. Murray and New Sprint relating to New Sprints operations, policies or practices. In addition, in connection with the completion of the Merger, Ronald D. Fisher was succeeded by Daniel R. Hesse as the President of New Sprint. With such
succession, Mr. Fisher is no longer an officer of New Sprint.
Appointment of Certain Officers of New Sprint
In connection with the completion of the Merger, effective as of July 10, 2013, each of the named executive officers and the principal accounting
officer of Sprint Nextel, except Mr. Hesse who will continue to serve as President, ceased to hold their respective positions with Sprint Nextel. At the effective time of the Merger, the following individuals were appointed as executive
officers of New Sprint:
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Name
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Offices Held with Sprint
Nextel Prior to Merger
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New Sprint Offices
Appointed to on Completion
of the Merger
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Annual Target
Compensation with
New Sprint on
Completion of the
Merger
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Daniel R. Hesse
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President and Chief Executive Officer (principal executive officer)
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President and Chief Executive Officer (principal executive officer)
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$
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15,600,000
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Joseph J. Euteneuer
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Chief Financial Officer (principal financial officer)
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Chief Financial Officer (principal financial officer)
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$
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5,282,500
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Steven L. Elfman
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President, Network Operations and Wholesale
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President, Network Operations and Wholesale
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$
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4,712,500
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Robert L. Johnson
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Chief Service and Information Technology Officer
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Chief Service and Information Technology Officer
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$
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2,720,000
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In addition, effective as of July 10, 2013, Ryan H. Siurek, who served as the Vice President,
Controller and principal accounting officer of Sprint Nextel, was appointed as Vice President, Controller and principal accounting officer of New Sprint. The following is a brief biographical summary for each of Messrs. Hesse, Euteneuer, Elfman,
Johnson, and Siurek as of July 10, 2013:
Daniel R. Hesse
, age 59
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Served as the President and Chief
Executive Officer of Sprint Nextel from December 2007 to July 2013. Prior to that, Mr. Hesse was Chairman, President, and Chief Executive Officer of Embarq Corporation. He served as Chief Executive Officer of Sprint Nextels Local
Telecommunications Division from June 2005 until the Embarq spin-off in May 2006. Before that, Mr. Hesse served as Chairman, President and Chief Executive Officer of Terabeam Corp., a wireless telecommunications service provider and
technology company, from 2000-2004. Prior to serving at Terabeam Corp., Mr. Hesse spent 23 years at AT&T during which he held various senior management positions, including President and Chief Executive Officer of AT&T Wireless
Services. He serves on the board of directors of the National Board of Governors of the Boys and Girls Clubs of America and the University of Notre Dame Mendoza School of Business. He previously served on the boards of directors of Clearwire
Corporation, Nokia Corporation and VF Corporation.
Joseph J. Euteneuer
, age 57. Served as Chief Financial Officer of
Sprint Nextel from April 2011 to July 2013. Mr. Euteneuer served as Executive Vice President and Chief Financial Officer of Qwest, a wireline telecom company, from September 12, 2008 until April 2011. Previously, Mr. Euteneuer served
as Executive Vice President and Chief Financial Officer of XM Satellite Radio Holdings Inc., a satellite radio provider, from 2002 until September 2008 after it merged with SIRIUS Satellite Radio, Inc. Prior to joining XM, Mr. Euteneuer held
various management positions at Comcast Corporation and its subsidiary, Broadnet Europe.
Steven L. Elfman
, age 58.
Served as PresidentNetwork Operations and Wholesale of Sprint Nextel from May 2008 to July 2013. He served as President and Chief Operating Officer of Motricity, a mobile data technology company, from January 2008 to May 2008 and as Executive
Vice President of Infospace Mobile (currently Motricity) from July 2003 to December 2007. He was an independent consultant working with Accenture Ltd., a consulting company, from May 2003 to July 2003. He served as Executive Vice President of
Operations of Terabeam Corporation, a Seattle-based communications company, from May 2000 to May 2003, and he served as Chief Information Officer of AT&T Wireless from June 1997 to May 2000.
Robert L. Johnson
, age 55. Served as Chief Service Officer of Sprint Nextel since October 2007 and his role was expanded to Chief
Service and Information Technology Officer in August 2011. He served as PresidentNortheast Region from September 2006 to October 2007. He served as Senior Vice PresidentConsumer Sales, Service and Repair from August 2005 to August 2006.
He served as Senior Vice PresidentNational Field Operations of Nextel from February 2002 to July 2005.
Ryan H.
Siurek
, age 41. Served as Vice President, Controller of Sprint Nextel from November 2009 to July 2013. He served as Vice President and Assistant Controller from January 2009 to November 2009. Prior to joining Sprint Nextel, he worked for
LyondellBasell Industries, a global chemical manufacturing company, from January 2004 through January 2009, where he held various executive level finance and accounting positions in the United States and Europe, including ControllerEuropean
Operations.
In addition, in connection with the closing of the Merger, on July 10, 2013, New Sprint adopted and assumed the 2007 Omnibus
Incentive Plan and the Employee Stock Purchase Plan of Sprint Nextel. The newly appointed New Sprint officers (and with respect to the 2007 Omnibus Incentive Plan, certain directors) will be entitled to participate in such plans. A description of
such plans are incorporated by reference to the disclosures under Item 12, under the heading
Compensation Plan Information
in Sprint Nextels 2012 Annual Report on Form 10-K, filed with the Commission on
February 28, 2013 and under the heading,
Proposal 3. Approval of the Amendment to the 1988 Employees Stock Purchase Plan
in Sprint Nextels 2009 Proxy Statement on Schedule 14A filed with the Commission on March 30,
2009, respectively.
Election of New Directors of New Sprint
Effective as of July 10, 2013, the New Sprint board of directors consists of seven directors. Other than Ronald D. Fisher, who has served as a director of New Sprint since its formation in October
2012, the individuals identified in the table below were appointed as directors of New Sprint effective as of the closing of the Merger. In addition, assignments to the committees of the board of directors of New Sprint for each of the directors are
set forth in the table below. There are no family relationships among any of New Sprints directors or executive officers.
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New Sprint Board Committee Assignment
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Board
Committees
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Non-Board
Committees
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Name of New Sprint Director
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Audit
Committee
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Compensation
Committee
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Finance
Committee
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Security
Committee
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Masayoshi Son
(Chairman)
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þ
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Ronald D. Fisher (Vice Chairman)
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þ
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þ
(chair)
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Daniel R. Hesse
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Michael G. Mullen (Security Director)
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þ
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þ
(chair)
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Robert R. Bennett
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þ
(chair)
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þ
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Gordon M. Bethune
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þ
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þ
(chair)
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Frank Ianna
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þ
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The members of the New Sprint Nominating and Corporate Governance Committee have not yet been determined.
The New Sprint board of directors has determined that each of Messrs. Mullen, Bennett, Bethune and Ianna are independent within the meaning of the rules
of the NYSE.
On July 10, 2013, New Sprint established the following compensation program for members of its board of directors, other
than those directors that are affiliated with SoftBank, as follows:
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Compensatory Item
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Annual Director Compensation
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Annual Cash Retainer
Board Member
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$80,000
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Annual Cash Retainer
Security Director
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$155,000
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Annual Cash Retainer
Audit Committee Chairman
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$20,000
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Annual Cash Retainer
Compensation
Committee
Chairman
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$15,000
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Annual Cash Retainer
Any Special
Committee
Chairman
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$10,000
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Board and Committee
Meeting Fees
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$2,000 per Meeting ($1,000 per Telephonic Meeting)
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Annual Grant of
Restricted Stock Units
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$110,000
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Director Legacy
Program
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Matching Charitable Contributions (capped)
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Other
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Telecommunications Services and Products
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Stock Ownership Guidelines
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Must hold equity or equity rights equal to at least three times the annual board retainer amount for directors other than the Security Director (i.e., $240,000 while the current
$80,000 retainer is in place); providing that to the extent any Director has not met this minimum ownership level, each such Director is expected to retain at least half of his or her shares or share equivalents awarded by the Corporation. The Board
retains flexibility to grant exceptions to the guidelines based on its consideration of individual circumstances.
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Mr. Son does not receive a cash retainer for his service on the New Sprint board of directors.
Mr. Fishers compensation for serving as a member of the New Sprint board of directors has not yet been determined. Effective as of July 10, 2013, each member of the New Sprint board of directors executed an Indemnification Agreement
and New Sprint assumed the Sprint Nextel employment agreements of each of Messrs. Hesse, Euteneuer, Elfman and Johnson, each as described under Item 1.01 to this Current Report on Form 8-K, which is incorporated by reference herein.