UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 10, 2005
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 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))
EXPLANATORY NOTE
Sprint Nextel Corporation ("Sprint Nextel") is filing this Current Report on
Form 8-K/A to amend its Current Report on Form 8-K, dated October 10, 2005 and
filed October 14, 2005, to include the Sprint Nextel Deferred Compensation Plan.
The final plan document includes an additional matching contribution feature,
described below. In addition, the provision regarding distribution in a lump sum
upon a participant's separation from service if the participant's aggregate
account balance is less than $20,000 was changed for 2006 to comply with the new
Section 409A Internal Revenue Service proposed regulations.
Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2005, the Human Capital and Compensation Committee of the Board
of Directors of Sprint Nextel approved a new deferred compensation plan, to be
effective January 1, 2006. Eligible participants will be employees of Sprint
Nextel and its subsidiaries at director level and above (excluding those
designated as employees of the local telecommunications business) and outside
directors of Sprint Nextel.
Eligible employees will be allowed to elect, in the year before the compensation
is earned, to contribute up to 75% of base salary and up to 100% of incentive
compensation, in increments of 1%. Outside directors will be allowed to
contribute up to 100% of director fees in increments of 1%. All contributions,
and earnings credited to contributions, will be 100% vested.
Hypothetical investment options have been selected by the Employee Benefits
Committee in a manner designed to offer diversification across an array of asset
classes. These investment options include phantom share units representing
shares of Sprint Nextel's common stock. All hypothetical investments will be
unfunded obligations of Sprint Nextel.
Participants will be able to transfer between hypothetical investment options on
any business day, but only four transfers may be made in each calendar year and
three months must elapse between transfers.
Participants will be able to elect payment of benefits to begin on a specified
date at least five (5) years in the future or on the participant's separation
from service (subject to a six months delay to the extent required under
Internal Revenue Code Section 409A), in the form of a lump sum or annual
installments over two to fifteen years. Notwithstanding the participant's
election and subject to Internal Revenue Code Section 409A, benefits will be
immediately distributed in a lump sum upon the participant's death, separation
from service if the aggregate account balance is less than $20,000 ($10,000 if
separation is in 2006), or the participant's separation from service within one
year after a change in control of Sprint Nextel. In the event of a participant's
long-term disability, distribution will begin immediately in a lump sum or
installments as elected. All distributions will be made in cash.
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Section 401(a)(17) of the Internal Revenue Code limits the amount of
compensation taken into account for the purposes of contributions to Sprint
Nextel's 401(k) Plan, which affects the matching contribution made by Sprint
Nextel under the 401(k) Plan. Employees whose compensation exceeds the Section
401(a)(17) limit will be eligible to receive a special matching contribution
paid by Sprint Nextel under the new deferred compensation plan on their
deferrals with respect to compensation in excess of such limit. Sprint Nextel
will credit the account of these individuals, after the end of each year, with a
dollar-for-dollar match of deferrals up to 5% of compensation deferred in excess
of the limit. This match amount, adjusted for the performance of hypothetical
investments, will be paid in a lump sum after the employee's separation from
service. The match amount is subject to forfeiture if the employee is terminated
for cause, as defined in the deferred compensation plan.
The foregoing description of the deferred compensation plan does not purport to
be complete and is qualified in its entirety by reference to the plan, which is
filed as exhibit 10 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10 Sprint Nextel Deferred Compensation Plan
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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: December 15, 2005
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