SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19 , 2014
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-9712 |
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62-1147325 |
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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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8410 West Bryn Mawr, Chicago, Illinois |
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60631 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (773) 399-8900
Not Applicable
(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 (see General Instruction A.2. below):
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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 .
The following information is being provided pursuant to paragraph (e) of Item 5.02 of Form 8-K:
1. United States Cellular Corporation’s 2014 Executive Officer Annual Incentive Plan.
As of August 19, 2014, the United States Cellular Corporation (“U.S. Cellular”) 2014 Executive Officer Annual Incentive Plan Effective January 1, 2014 (“2014 Incentive Plan”) was approved by both U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman nor the President and Chief Executive Officer participate in such plan.
The purposes of the 2014 Incentive Plan are: to provide incentive for the executive officers of U.S. Cellular to extend their best efforts toward achieving superior results in relation to key business measures; to reward U.S. Cellular’s executive officers in relation to their success in meeting and exceeding the performance targets; and to help U.S. Cellular attract and retain talented leaders in positions of critical importance to the success of U.S. Cellular. Eligible participants in the 2014 Incentive Plan are all executive officers of U.S. Cellular, which are defined in the 2014 Incentive Plan as all executive vice presidents and the senior vice president – chief human resources officer.
The following performance measures will be considered for the purposes of the 2014 Incentive Plan:
Company Performance |
Component Weighting |
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Overall Plan Weighting |
Consolidated Total Revenues |
40% |
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24% |
Consolidated Adjusted Income Before Income Taxes |
35% |
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21% |
Consolidated Capital Expenditures |
25% |
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15% |
Company Performance |
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60% |
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Chairman Assessment on Strategic Initiatives |
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10% |
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Individual Performance |
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30% |
It is anticipated that bonuses for 2014 will be paid on or after January 1, 2015 but no later than March 15, 2015. No bonus is due unless an executive officer remains employed through the bonus payout date except that an executive officer who separates due to retirement or death is eligible for a pro-rated bonus. In addition, the President and CEO may approve a bonus, or a pro-rated bonus, for an executive officer who is not employed through the bonus payout date.
Any compensation earned or paid pursuant to the 2014 Incentive Plan is subject to forfeiture, recovery by U.S. Cellular, or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
The foregoing description of the 2014 Incentive Plan is not purported to be complete with respect to the material terms of such plan and is qualified by reference to the complete 2014 Incentive Plan for the material terms of such plan, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
2. Guidelines for the Determination of Annual Bonus for President and Chief Executive Officer of U.S. Cellular.
As of August 19, 2014, the Chairman of U.S. Cellular established Guidelines for the Determination of Annual Bonus for the President and Chief Executive Officer of U.S. Cellular effective for performance years commencing on or after January 1, 2014 (“CEO Bonus Guidelines”). The CEO Bonus Guidelines provide that the Chairman of U.S. Cellular will determine in his sole discretion whether an annual bonus will be payable to the President for a performance year and, if so, the amount of such bonus, considering certain specified factors and such other factors that the Chairman determines relevant.
The CEO Bonus Guidelines provide, with limited exception, that any bonus awarded will have a payment deadline of March 15 in the year following the performance period. By specifying such payment deadline in writing, U.S. Cellular ensures that any bonus awarded will comply with Section 409A of the Internal Revenue Code.
The preceding simply are guidelines. Notwithstanding anything to the contrary, 100% of the bonus is discretionary, and the President shall have no right or expectation with respect to any bonus and no bonus shall vest until the date the bonus is paid. The bonus is not earned by the President, nor does the President have a legally binding right to the bonus, unless and until the bonus amount, if any, is paid. To the extent and only to the extent that any bonus is paid for a performance year, such bonus shall be deemed to have been earned on December 31 of that performance year.
The foregoing description is qualified by reference to the CEO Bonus Guidelines which are attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
In accordance with the provisions of Item 601 of Regulation S-K, any exhibits filed or furnished herewith are set forth on the Exhibit Index attached hereto.
SIGNATURES |
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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, thereto duly authorized. |
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United States Cellular Corporation |
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(Registrant) |
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Date: |
August 22, 2014 |
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By: |
/s/ Steven T. Campbell |
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Steven T. Campbell |
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Executive Vice President - Finance, |
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Chief Financial Officer and Treasurer |
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EXHIBIT 10.1
UNITED STATES CELLULAR CORPORATION
2014 EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
Effective January 1, 2014
Ø To provide incentive for the executive officers of U.S. Cellular to extend their best efforts towards achieving superior results in relation to key business measures;
Ø To reward U.S. Cellular executive officers in relation to their success in meeting and exceeding the performance targets; and
Ø To help U.S. Cellular attract and retain talented leaders in positions of critical importance to the success of the Company.
II. ELIGIBLE PARTICIPANTS
All U.S. Cellular Executive Officers are eligible to participate in the Plan. Executive officers includes all Executive Vice Presidents and the Senior Vice President - Chief Human Resources Officer
III. PERFORMANCE MEASURES & WEIGHTINGS
Performance Measures |
Component Weighting |
Overall Plan Weighting |
Consolidated Total Revenues |
40% |
24% |
Consolidated Adjusted Income Before Income Taxes |
35% |
21% |
Consolidated Capital Expenditures |
25% |
15% |
Company Performance |
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60% |
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Chairman Assessment on Strategic Initiatives |
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10% |
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Individual Performance |
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30% |
IV. PERFORMANCE MEASURES DEFINITIONS
Company Performance - Weighting 60%:
Consolidated Total Revenues: Actual total revenues measured against targeted total revenues determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of total revenues for external reporting purposes.
Consolidated Adjusted Income Before Income Taxes (AIBIT): Actual AIBIT measured against targeted AIBIT determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of AIBIT for external reporting purposes. AIBIT will be determined from the Consolidated Statement of Operations, and is defined as income before income taxes, adjusted for depreciation, amortization and accretion, net gain or loss on sale of business and other exit costs (if any), and interest expense.
Consolidated Capital Expenditures: Actual capital expenditures measured against targeted capital expenditures determined on a consolidated company-wide basis and in a manner consistent to U.S. Cellular's presentation of capital expenditures for external reporting purposes. The measurement of actual capital expenditures against targeted capital expenditures may not be sufficiently comprehensive since it would measure what is spent, but not necessarily the efficiency and/or productivity of what is spent. Therefore, if warranted, the measurement of actual expenditures vs. targeted expenditures will incorporate an adjustment for spending efficiency/productivity which could include an assessment of the “degree of completion” of certain projects. Such an assessment will be made and recommended by senior management and will be subject to the review and approval of the Chairman.
Notes:
§ Results associated with acquisitions and / or divestitures, will be evaluated on a case-by-case basis to determine whether adjustments to target or actual results are warranted.
§ The Chairman in his discretion may adjust targets to reflect unanticipated events.
Chairman Assessment on Strategic Initiatives - Weighting: 10%:
The Chairman in his qualitative and subjective assessment of U.S. Cellular’s overall company performance during the year will consider the following key factors and any other information he deems relevant in determining the level of attainment for this measure:
§ Achievement of key goals and objectives provided to the U.S. Cellular board of directors
§ Accomplishing / making commendable progress on major initiatives for the year to the extent not covered under the key goals and objectives provided to the board of directors
§ Developing and enhancing strategies and plans that strengthen the company’s ability to successfully compete in the marketplace
Individual Performance - Weighting: 30%:
Each officer’s overall performance for the year will be assessed by the President and CEO based on such officer’s effectiveness/success with regard to:
§ Carrying out his/her ongoing responsibilities and key initiatives during the performance year.
§ Executive level leadership and teamwork.
§ Identification and development of key talent for succession planning purposes.
§ Associate engagement as measured in a large part by the company’s culture survey.
In making these assessments, the President and CEO will also take into consideration:
§ Evaluation of the officer’s performance in the above areas.
§ Performance feedback received on the officer.
§ The officer’s report on his/her activities/accomplishments for the performance year.
V. MISCELLANEOUS PROVISIONS
The Plan is subject to the Administrative Guidelines attached hereto as Exhibit A. U.S. Cellular reserves the right to amend or discontinue the Plan at any time, with or without notice.
There are no oral or written agreements or understandings between U.S. Cellular and the participants affecting or relating to this Plan not referenced herein. If the participant fails to adhere to the ethical and legal standards as referenced by U.S. Cellular policy, U.S. Cellular shall have the right to revoke this Plan, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.
Any compensation earned or paid pursuant to this Plan is subject to forfeiture, recovery by U.S. Cellular or other action pursuant to any clawback or recoupment policy which U.S. Cellular may adopt from time to time, including without limitation any such policy which U.S. Cellular may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
This program shall not be construed as an employment contract or as a promise of continuing employment between U.S. Cellular and the associate. Employment with U.S. Cellular is terminable at will, i.e., either the participant or U.S. Cellular may terminate the relationship at any time, with or without cause.
Kenneth R. Meyers |
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8/19/14 |
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President and CEO |
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Date |
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LeRoy T. Carlson, Jr. |
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8/19/14 |
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Chairman |
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Date |
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VI. BONUS RANGES AS A PERCENT OF TARGET
The bonus ranges were set to reinforce the Company’s pay for performance culture. Minimum performance levels for each component need to be achieved before any bonus is earned. The narrow ranges result in substantial reductions in bonuses when targets are not achieved, and greater rewards for above target performance.
Company Performance Measures:
Performance Measure |
Minimum |
Maximum |
Consolidated Total Revenues |
90% |
110% |
Consolidated Adjusted Income Before Income Taxes |
80% |
120% |
Consolidated Capital Expenditures |
105% |
90% |
Bonus Payouts As A Percent Of Target At Minimum, And Maximum Performance Levels:
Performance Measure |
Minimum |
Target |
Maximum |
Consolidated Total Revenues |
50% |
100% |
225% |
Consolidated Adjusted Income Before Income Taxes |
50% |
100% |
225% |
Consolidated Capital Expenditures |
50% |
100% |
225% |
Bonus payouts between the minimum and target and between target and maximum target performance levels will be computed by interpolation. Any bonus for performance below the minimum percentage will be at the discretion of the Chairman.
Chairman Assessment on Strategic Initiatives:
Performance Criteria |
% Payout of Target |
Far exceeds target performance: Performance greatly exceeded that which was planned and expected. |
150% - 200% |
Significantly exceeds target performance: Performance substantially exceeds that which was planned and expected. |
120% - 150% |
Somewhat exceeds/fully meets / almost fully meets target performance : Performance was close to that which was planned and expected. |
80% - 120% |
Partially meets target performance: Given the conditions that prevailed, performance was sufficient to merit a partial bonus |
Up to 80% |
Well below target performance: Given the conditions that prevailed, performance was not sufficient to merit any bonus across all components of the plan. |
0% |
Individual Performance:
Performance Criteria |
% Payout of Target |
Far exceeds target performance : Performance greatly exceeded that which was planned and expected. |
130% - 150% |
Significantly exceeds target performance: Performance substantially exceeds that which was planned and expected. |
110% - 130% |
Somewhat exceeds/fully meets / almost fully meets target performance : Performance was close to that which was planned and expected. |
80% -110% |
Partially meets target performance: Given the conditions that prevailed, performance was not sufficient to merit a bonus for the individual performance component of the plan. |
0% |
Well below target performance: Given the conditions that prevailed, performance was not sufficient to merit any bonus |
0% |
Exhibit A
Administrative Guidelines
Exhibit 10.2
UNITED STATES CELLULAR CORPORATION
GUIDELINES FOR THE DETERMINATION OF ANNUAL BONUS
FOR PRESIDENT AND CHIEF EXECUTIVE OFFICER
(Effective for Performance Years Commencing
On or After January 1, 2014)
I. PURPOSE
► To provide incentive for the President and Chief Executive Officer (the “President”) of United States Cellular Corporation (the “Company”) to extend his best efforts toward achieving superior results with respect to Company performance;
► To reward the President in relation to his success in meeting and exceeding performance targets and otherwise contributing to the success of the Company; and
► To help the Company retain the President, a talented leader in a position of critical importance to the success of the Company.
II. BONUS AMOUNT
The Chairman of the Company (the “Chairman”) in his sole discretion determines whether an annual bonus will be payable to the President for a performance year and, if so, the amount of such bonus. Factors that may be considered by the Chairman in making such determination include the following:
► the level of achievement of the Company, on a short-term and long-term basis, measured against performance objectives and compared with that of peer companies;
► the President’s individual performance, on a short-term and long-term basis, with respect to his leadership of the Company, the development and maintenance of effective working relationships across the enterprise, his stated personal objectives and his other duties and responsibilities;
► the total cash compensation paid to chief executive officers of peer companies, including those which are divisions or subsidiaries of parent companies; and
► other factors that the Chairman in the exercise of his judgment and discretion determines relevant.
No single factor shall be determinative and no factor shall be applied mechanically to calculate any portion of the President’s bonus. The entire amount of the bonus is discretionary. The President shall have no right or expectation with respect to any bonus and no bonus shall vest until the date the bonus is paid. To the extent and only to the extent that any bonus is paid for a performance year, such bonus shall be deemed to have been earned on December 31 of that performance year.
III. BONUS PAYMENT
Any bonus awarded with respect to a performance year shall be paid during the period commencing on the January 1 immediately following the performance year and ending on the March 15 immediately following the performance year. Notwithstanding the foregoing, in the event that payment by such March 15 th is administratively impracticable and such impracticability was unforeseeable (in each case, such that the payment continues to qualify as a “short-term deferral” within the meaning of section 409A of the Internal Revenue Code), payment will be made as soon as administratively practicable after such March 15 th , but in no event later than the December 31 immediately following the performance year. Payment will be in the form of a lump sum.
Notwithstanding any provision of these guidelines to the contrary, the President does not have a legally binding right to a bonus unless and until the bonus amount, if any, is paid.
IV. AMENDMENT AUTHORITY
The Chairman reserves the right to amend the guidelines set forth herein at any time for any reason.
APPROVED by the CHAIRMAN of UNITED STATES CELLULAR CORPORATION on this 19 th day of August, 2014.
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LeRoy T. Carlson, Jr. |
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LeRoy T. Carlson, Jr. |
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