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): February 12, 2016
|
| | |
| GENERAL COMMUNICATION, INC. | |
| (Exact name of registrant as specified in its charter) | |
|
| | | | | | |
| State of Alaska | | 0-15279 | | 92-0072737 | |
| (State or other Jurisdiction of Incorporation or organization) | | Commission File Number | | (I.R.S Employer
Identification No.) | |
|
| | | | |
| 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
|
| | |
| 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))
| |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In a meeting on February 12, 2016, General Communication, Inc.'s ("the Company") Compensation Committee of its Board of Directors approved increases to the target incentive compensation plan for Peter Pounds and Greg Chapados for 2016. Such plan was previously disclosed in the 2015 Proxy Statement filed by the Company with the Securities and Exchange Commission on May 19, 2015. Additionally, the Compensation Committee approved new 2016 targets for all individuals who were Named Executive Officers in the 2015 Proxy Statement.
Incentive Compensation Plan
The Compensation Committee increased Mr. Chapados' total incentive compensation plan target from $900,000 to $1,125,000 and Mr. Pounds' total incentive compensation plan target from $400,000 to $455,000. Messrs. Chapados and Pounds had restricted stock grants issued in the past as retention awards. The Compensation Committee approved the increase to the total incentive compensation plan targets for Messrs. Chapados and Pounds in lieu of issuing restricted stock grants.
The Compensation Committee also approved the following 2016 incentive compensation targets for all individuals who were Named Executive Officers in the 2015 Proxy Statement:
|
| | | | | | | | | |
Name | | Adjusted EBITDA and Capex Goal
($) | | Discretionary
($) | | Total 2016 Incentive Compensation Plan Target
($) |
Ronald A. Duncan | | 295,000 |
| | 1,180,000 |
| | 1,475,000 |
|
Peter J. Pounds | | 91,000 |
| | 364,000 |
| | 455,000 |
|
Gregory F. Chapados | | 225,000 |
| | 900,000 |
| | 1,125,000 |
|
G. Wilson Hughes | | 93,333 |
| | 373,334 |
| | 466,667 |
|
Tina M. Pidgeon | | 120,000 |
| | 480,000 |
| | 600,000 |
|
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.
|
| | | |
| | | GENERAL COMMUNICATION, INC. |
| | | (Registrant) |
| | | |
Date: February 19, 2016 | | | |
| | | |
| | By | /s/ Peter J. Pounds |
| | | Name: Peter J. Pounds |
| | | Title: Senior Vice President, |
| | | Chief Financial Officer |
| | | and Secretary |
| | | (Principal Financial Officer) |