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) June 12, 2006
________________________________________________________________________________
SPRINT NEXTEL CORPORATION
(Exact name of Registrant as specified in its charter)
________________________________________________________________________________
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)
________________________________________________________________________________
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.
Annual Award of Restricted Stock Units
On June 12, 2006, the Human Capital and Compensation Committee of the board of
directors of Sprint Nextel Corporation ("Sprint Nextel") awarded grants of
restricted stock units to non-employee directors of Sprint Nextel and to
officers and other eligible employees of Sprint Nextel. The restricted stock
units were awarded under Sprint Nextel's 1997 Long-Term Stock Incentive Program.
The awards to non-employee directors constitute the annual grant of $100,000 in
restricted stock units. The restricted stock units are normally granted each
year at the time of the annual meeting of the board of directors, which
coincides with the annual meeting of stockholders. The 2006 awards were not
made on April 18, 2006, the date of the 2006 annual meeting of stockholders,
but were delayed until after the spin-off of Sprint Nextel's local
communications business, Embarq Corporation, on May 17, 2006. These restricted
stock units vest on the date of the 2007 annual meeting of stockholders. If
Sprint Nextel declares a dividend with respect to its common stock, these
restricted stock units will accrue additional restricted stock units equal to
the number of shares of common stock the dividend would buy at the fair market
value of the common stock on the dividend payment date.
The awards to officers and other eligible employees, which would normally be
granted in February, similarly were delayed until after the spin-off of Embarq.
As previously reported in Sprint Nextel's Current Report on Form 8-K filed
February 10, 2006, the awards constitute 50 percent of the value of the equity
grants by Sprint Nextel under its 2006 Long-Term Incentive Plan. These
restricted stock units include a performance component, which could result in
the number of restricted stock units being forfeited or increased, ranging from
0% to 200% of the number of restricted stock units originally awarded, based on
the achievement of specified results with respect to the following performance
objectives during 2006: wireless subscriber additions, adjusted OIBDA (operating
income plus depreciation, amortization and special items) and post-paid wireless
subscriber retention. The restricted stock unit awards vest on February 7, 2009
and are eligible to receive dividend payments as and to the extent declared with
respect to Sprint Nextel's common stock.
The form of award agreement for non-employee directors is attached as Exhibit
10.1 hereto, the form of award agreement for Timothy M. Donahue, Chairman of the
board of directors, is attached as Exhibit 10.2 hereto, the form of award
agreement for Gary Forsee, Chief Executive Officer, and Len J. Lauer, Chief
Operating Officer, is attached as Exhibit 10.3 hereto, the form of award
agreement for other executive officers with Nextel employment agreements is
attached as Exhibit 10.4 hereto, and the form of award agreement for all other
executive officers is attached as Exhibit 10.5 hereto, all of which are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
10.1 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for non-employee directors of Sprint Nextel.
10.2 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for Timothy M. Donahue.
10.3 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for Gary D. Forsee and Len J. Lauer.
10.4 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for other executive officers with Nextel employment agreements.
10.5 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for other executive officers.
1
________________________________________________________________________________
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: June 16, 2006 By: /s/ Michael T. Hyde
Michael T. Hyde
Assistant Secretary
2
________________________________________________________________________________
EXHIBIT INDEX
Number Exhibit
10.1 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for non-employee directors of Sprint Nextel.
10.2 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for Timothy M. Donahue.
10.3 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for Gary D. Forsee and Len J. Lauer.
10.4 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for other executive officers with Nextel employment agreements.
10.5 Form of Award Agreement for Restricted Stock Unit Awards under
the 1997 Long-Term Stock Incentive Program for fiscal year 2006
for other executive officers.
3