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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 25, 2009
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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.)
6200 Sprint Parkway, Overland Park, Kansas 66251
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 829-0965
(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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 26, 2009, Sprint Nextel Corporation (the "Company") appointed
Charles L. Hall, 59, to succeed Christopher J. Gregoire as principal accounting
officer of the Company effective March 3, 2009. Mr. Gregoire has been appointed
Vice President and Assistant Controller.
(c) On February 26, 2009, the Company appointed Charles L. Hall as Senior Vice
President and Controller of the Company effective March 3, 2009.
Mr. Hall served as Senior Vice President - Finance of the Company from November
2008 through March 3, 2009. Prior to joining the Company, Mr. Hall served as
Vice President and Controller of Lyondell Chemical Company, a $25 billion
manufacturer of chemicals and plastics, where he was responsible for financial
accounting and reporting, internal financial controls and business performance
analysis. Prior to Lyondell, Mr. Hall was employed by BP Amoco in Chicago, where
he served 16 years in a variety of financial roles, including General Manager,
Accounting and Reporting, for BP Amoco's North American operations, Controller
of Amoco Chemical Company and Assistant Controller of Amoco Corporation.
(d) On February 26, 2009, the Board of Directors of the Company appointed a new
independent director, Frank Ianna, with the appointment to be effective as of
March 3, 2009.
The Board appointed Mr. Ianna to serve on the Nominating and Corporate
Governance Committee upon the effectiveness of his appointment to the Board.
A copy of the press release issued by the Company on March 3, 2009 announcing
the appointment of Mr. Ianna is included as Exhibit 99.1 to this report and
incorporated herein by reference.
(e) Long-Term Incentive Compensation Plan
On January 23, 2009, the Compensation Committee of the Company's Board of
Directors (the "Compensation Committee") established the 2009 performance
objectives and other terms of the Company's 2009 Long-Term Incentive Plan (the
"2009 LTI Plan") for the Company's officers and other eligible employees. The
Company filed a Current Report on Form 8-K on January 26, 2009 summarizing the
2009 LTI Plan.
On February 25, 2009, the Compensation Committee approved the 2009 LTI Plan
awards, which included both stock options and performance unit awards. The value
of each performance unit award is $1.00. Daniel R. Hesse, our President and
Chief Executive Officer, was granted a total of 2,951,389 stock options and
$2,125,000 in performance unit awards. Keith O. Cowan, our President - Strategic
Planning and Corporate Initiatives and Acting President - CDMA, was granted
868,056 stock options and $625,000 in performance unit awards. Steven L. Elfman,
our President - Network Operations and Wholesale, was granted 885,417 stock
options and $637,500 in performance unit awards. Robert L. Johnson, our Chief
Service Officer, was granted 377,778 stock options and $272,000 in performance
unit awards. Pursuant to Robert H. Brust's, our Chief Financial Officer,
employment agreement, he is not eligible to participate in the 2009 LTI Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
99.1 Press Release Announcing Appointment of Frank Ianna to
Sprint Nextel's Board of Directors
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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: March 3, 2009 /s/ Timothy O'Grady
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By: Timothy O'Grady
Assistant Secretary
EXHIBIT INDEX
Number Exhibit
99.1 Press Release Announcing Appointment of Frank Ianna to
Sprint Nextel's Board of Directors