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): November 15, 2013
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| GENERAL COMMUNICATION, INC. | |
| (Exact name of registrant as specified in its charter) | |
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| State of Alaska | | 0-15279 | | 92-0072737 | |
| (State or other Jurisdiction of Incorporation or organization) | | Commission File Number | | (I.R.S Employer
Identification No.) | |
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| 2550 Denali Street | | | |
| Suite 1000 | | | |
| Anchorage, Alaska | | 99503 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (907) 868-5600
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| NONE | |
| (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 obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 |
General Communication, Inc.'s ("the Company") Compensation Committee of its Board of Directors approved certain modifications to the salaries and incentive compensation plan for the following officers ("Named Executive Officers") who were identified in the Summary Compensation Table in the definitive proxy statement filed by the Company on May 15, 2013 ("2013 Proxy Statement"): Ronald A. Duncan, Gregory F. Chapados and Tina M. Pidgeon. The changes to the compensation of the Named Executive Officers were the result of increasing responsibilities due to the growth of the Company.
Additionally, the Compensation Committee approved a compensation package for Peter Pounds who will take over as the Company's Chief Financial Officer on January 1, 2014 when John M. Lowber retires as previously announced.
Base Salary
The Compensation Committee changed the base salary for the Named Executive Officers and Mr. Pounds to the following effective January 1, 2014:
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Name | | Base Salary |
Ronald A. Duncan | | $ | 925,000 |
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Gregory F. Chapados | | $ | 450,000 |
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Tina M. Pidgeon | | $ | 325,000 |
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Peter Pounds | | $ | 300,000 |
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The Compensation Committee also approved additional increases to Mr. Pounds' base salary of $50,000 on January 1, 2015 and January 1, 2016.
Incentive Compensation Plan
A portion of the Company's compensation to each Named Executive Officer and Mr. Pounds relates to, and is contingent upon, the officer's performance and our financial performance and resources. Annual bonuses are intended to reward performance and to make our senior executive compensation packages competitive with comparable executive positions in other companies. Incentive compensation earned by each of the Named Executive Officers and Mr. Pounds is paid to them in the form of 50% cash and 50% restricted stock grants with the exception of Ms. Pidgeon who is paid in the form of 75% cash and 25% restricted stock grants. The restricted stock grants vest at the end of three years.
The following table shows the annual incentive compensation for each of the Named Executive Officers and Mr. Pounds:
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| | Ronald A. Duncan | Gregory F. Chapados | Tina M. Pidgeon | Peter Pounds |
Total Annual Target Incentive Compensation Plan | | $ | 1,560,000 |
| $ | 900,000 |
| $ | 550,000 |
| $ | 200,000 |
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The Compensation Committee will later determine how to allocate the increases to the Free Cash Flow Goal, Capex Spending and Discretionary components as described in the 2013 Proxy Statement.
The Compensation Committee also approved additional increases to Mr. Pounds' total annual target incentive compensation plan of $100,000 on January 1, 2015 and January 1, 2016.
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.
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| | | GENERAL COMMUNICATION, INC. |
| | | (Registrant) |
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Date: November 21, 2013 | | | |
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| | By | /s/ John M. Lowber |
| | | Name: John M. Lowber |
| | | Title: Senior Vice President, |
| | | Chief Financial Officer |
| | | and Treasurer |
| | | (Principal Financial Officer) |