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