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): December 29, 2006
WINDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32422
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20-0792300 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 4001 Rodney Parham Road, Little Rock, Arkansas
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72212 |
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| (Address of principal executive offices)
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(501) 748-7000
Registrant’s telephone number, including area code
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
2007 Deferred Compensation Plan
On December 29, 2006, the Company adopted the Windstream 2007 Deferred Compensation Plan (the “2007
Plan”), effective as of December 31, 2006. The 2007 Plan is a nonqualified deferred compensation
plan under which certain officers and key employees of the Company and its participating affiliates
may elect to defer a specified percentage of their future annual base salary and bonus on a pre-tax
basis. Also, the Company may, in its sole discretion, make “matching credits” on behalf of certain
participants. The deferred compensation is credited with earnings, gains and losses in accordance
with investment crediting options established by the Company from time to time.
The deferred compensation is payable in cash at certain future dates specified by participants in
accordance with the 2007 Plan or upon the occurrence of certain events, such as death, disability,
other termination of employment or as otherwise contemplated in the 2007 Plan. The amounts
generally are payable in a lump sum or in installments, as elected by a participant, and are paid
out of the Company’s general assets. The Company, however, may decide to finance its obligations
under the 2007 Plan by acquiring assets through a trust, the assets of which will remain subject to
the claims of the Company’s general creditors. The Company may amend, terminate or freeze the 2007
Plan in whole or in part except that no such action may reduce the amounts credited to a
participant’s account unless required to comply with applicable laws.
The foregoing description of the 2007 Plan is qualified in its entirety by reference to the full
text of the plan document, which is filed as Exhibit 10.1 and is incorporated herein.
Amendment to Prior Plans
In connection with the adoption of the 2007 Plan, the Company merged the following plans (or
portions thereof) with and into the 2007 Plan, effective as of January 1, 2007: (i) the Windstream
Management Deferred Compensation Plan; (ii) the Windstream Executive Deferred Compensation Plan;
and (iii) the profit sharing plan portion and the thrift plan portion of the Windstream Benefit
Restoration Plan (the merged plans, or portions thereof, are collectively referred to as the “Prior
Plans”). As a result of the merger, the Prior Plans will terminate and all of the Company’s
obligations and participants’ rights under the Prior Plans will automatically be extinguished and
become obligations and rights under the 2007 Plan, effective as of January 1, 2007.
The foregoing description of the amendments to the Prior Plans is qualified in its entirety by
reference to the full text of the plan amendments, which are filed as Exhibits 10.2, 10.3, and 10.4
and are incorporated herein.
Item 9.01 Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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See Exhibit Index
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