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| S > SEC Filings for S > Form 8-K on 18-May-2012 | All Recent SEC Filings |
18-May-2012
Material Modification to Rights of Security Holders, Submission of Matters to
Sprint Nextel Corporation's (the "Company") board, upon the recommendation of
its Nominating and Corporate Governance Committee, approved an amendments to the
Amended and Restated Articles of Incorporation (the "Articles"), subject to
shareholder approval. On May 15, 2012, the Company's shareholders approved such
amendments to the Company's articles of incorporation (the "Amended and Restated
Articles").
The amendments were adopted in response to a shareholder proposal requesting
that the Company eliminate supermajority voting provisions. The amendments
eliminate supermajority voting on all matters impacting the Company by:
(1) opting-out of certain anti-takeover provisions of the Kansas General
Corporation Code relating to business combinations and (2) eliminating the
business combination provision contained in Article SEVENTH of the Articles.
The amendment struck Article SEVENTH of the Articles in its entirety and
replaced it as follows:
Business Combinations with Interested Stockholders. The Corporation expressly
elects not to be subject to the provisions of contained in Sections 17-12,100 to
17-12,104 of the General Corporation Code, as it may be amended.
This description is a summary of the amendments to the Articles and is qualified in its entirety by reference to the Amended and Restated Articles (with amendments marked) filed herewith as Exhibit 3.1 and incorporated herein by reference. A clean copy of the Amended and Restated Articles is filed herewith as Exhibit 3.2.
The Company's 2012 meeting of shareholders was held on May 15, 2012. Shareholders representing 2,997,582,469 shares, or approximately 88%, of the common shares outstanding as of the March 16, 2012, record date were present in person or were represented at the meeting by proxy. Final voting results are shown below.
The Company's bylaws provide that each nominee for director in an uncontested election will be elected if the votes cast "for" that nominee exceed the votes cast "against" that nominee. Each other matter was determined by a majority of votes cast, except as approval of the amendment to the Articles required the affirmative vote of a majority of the outstanding shares.
Votes Cast For Votes Cast Against
% of % of
Number Votes Cast Number Votes Cast Abstain Broker Non-Votes
Robert R. Bennett 2,186,006,842 98 % 40,604,848 2 % 2,454,170 398,995,254
Gordon M. Bethune 1,983,077,940 89 % 243,589,444 11 % 2,398,476 398,995,254
Larry C. Glasscock 2,182,560,041 98 % 43,861,868 2 % 2,643,951 398,995,254
James H. Hance, Jr. 2,040,404,684 92 % 179,147,136 8 % 9,514,040 398,995,254
Daniel R. Hesse 2,007,950,504 90 % 219,286,544 10 % 1,828,812 398,995,254
V. Janet Hill 1,981,266,742 89 % 245,471,892 11 % 2,327,226 398,995,254
Frank Ianna 2,180,603,330 98 % 46,008,533 2 % 2,453,997 398,995,254
Sven-Christer Nilsson 2,182,702,177 98 % 43,995,939 2 % 2,367,744 398,995,254
William R. Nuti 1,977,102,764 89 % 249,519,080 11 % 2,444,016 398,995,254
Rodney O'Neal 1,977,024,310 89 % 249,743,745 11 % 2,297,805 398,995,254
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Proposals Submitted by Board of Directors
The ratification of the appointment of Independent Auditors received the affirmative vote of a
majority of the votes cast and was passed. The advisory approval of executive compensation is
non-binding.
Votes Cast For
Proposal Number % of Broker
Votes Cast Votes Cast Against Abstain Non-Votes
Ratification of
appointment
of Independent Auditor 2,593,966,752 99% 27, 288,331 6,806,031 N/A
Advisory approval of
executive compensation 1,778,538,985 80 % 416,921,370 36,605,505 398,995,254
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The proposals to amend the Company's Articles of Incorporation passed. As did the proposal to approve the material terms of the performance objectives under the 2007 Omnibus Incentive Plan, as amended.
Votes Cast For
% of
Proposal Number Out-standing Broker
Shares Votes Cast Against Abstain Non-Votes
Amend to Articles of
Incorporation to opt out
of the Business
Combination Statute 2,214,452,993 74% 11,451,405 3,161,462 398,995,254
Amendment to Articles of
Incorporation to
eliminate the Business
Combination Provision 2,214, 409,278 74% 11,387,641 3,268,942 398,995,254
Votes Cast For
Number % of Broker
Proposal Votes Cast Votes Cast Against Abstain Non-Votes
Approval of the
material terms of the
performance objectives
under the 2007 Omnibus
Incentive Plan, as
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Proposals Submitted by Stockholders
None of the shareholder proposals voted on at the meeting received a majority of the
votes cast. The votes on the shareholder proposals that were included in the proxy
statement were as follows:
Votes Cast For
% of
Number Votes Votes Cast Broker
Proposal Cast Against Abstain Non-Votes
Bonus Deferral Policy 503,624,397 23% 1,696,876,814 28,564,649 398,995,254
Political 429,194,549 19% 1,616,673,321 183,197,990 398,995,254
Contributions
Network Neutrality 68,992,063 3% 1,969,212,907 190,860,890 398,995,254
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(d) Exhibits The following exhibits are filed with this report:
Exhibit No. Description
Amended and Restated Articles of Incorporation of Sprint Nextel
3.1 Corporation (marked for changes)
Amended and Restated Articles of Incorporation of Sprint Nextel
3.2 Corporation
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