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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 27, 2007
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SPRINT NEXTEL CORPORATION
(Exact name of Registrant as specified in its charter)
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Kansas 1-04721 48-0457967
(State of Incorporation) (Commission File Number) (I.R.S. Employer
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)
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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))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On February 27, 2007, the Board of Directors of Sprint Nextel Corporation (the
"Company") approved amendments to the Company's Amended and Restated Bylaws to
provide that each nominee for director in an uncontested election will be
elected if the votes cast for that nominee exceed the votes cast against that
nominee. Votes cast against a nominee include votes to withhold authority with
respect to the nominee, but do not include abstentions and broker non-votes. The
date for determining if an election is contested or uncontested has been set at
14 days before the Company files its definitive proxy statement. This
requirement is intended to help the Company determine for its proxy statement
whether director nominees will be elected under a majority or plurality standard
prior to soliciting proxies.
The Board of Directors also amended the Bylaws to require that a stockholder
nominating an individual to be director provide, with the notice of the
nomination, information about any agreements relating to the nomination, and
include a statement, signed by the nominee, as to whether the nominee intends to
comply with the Company's Corporate Governance Guidelines. The amended Bylaws
also eliminate provisions (1) requiring the Chief Executive Officer to also
serve as President, including provisions that limited the authority of the Board
of Directors to remove or change the duties of the Chief Executive Officer and
President, and (2) relating to the duties of the Chairman of the Board in his
capacity as an officer. These eliminated provisions had been adopted in
connection with the Company's merger with Nextel Communications, Inc. in August
2005.
In connection with the amendments to the Company's Bylaws establishing a
majority vote standard for the election of directors in uncontested elections,
the Board of Directors also amended the Company's Corporate Governance
Guidelines to provide that an incumbent nominee who fails to receive a majority
of votes cast in an uncontested election is expected to tender promptly his or
her resignation. The Nominating and Corporate Governance Committee of the Board
of Directors will recommend, and the Board of Directors will determine, whether
or not to accept the tendered resignation within 90 days of the certification of
the stockholder vote with respect to the director election. The decision of the
Board of Directors will be publicly disclosed.
The foregoing description of the Bylaws does not purport to be complete and is
qualified in its entirety by reference to the Bylaws, which are filed as Exhibit
3 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
3 Amended and Restated Bylaws of Sprint Nextel Corporation.
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SIGNATURES
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
Date: February 28, 2007 By: /s/ Michael T. Hyde
Michael T. Hyde
Assistant Secretary
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EXHIBIT INDEX
Number Exhibit
3 Amended and Restated Bylaws of Sprint Nextel Corporation