Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 8, 2012

(Exact name of registrant as specified in its charter)

State of Alaska
(State or other Jurisdiction of Incorporation or organization)
Commission File Number
(I.R.S Employer
Identification No.)
2550 Denali Street
Suite 1000
Anchorage, Alaska
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (907) 868-5600
(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))



Section 5 – Corporate Governance and Management

Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 8, 2012, the Board of Directors (“the Board”) of General Communication, Inc. (“GCI”), based upon the recommendation of the Board’s Compensation Committee, approved certain modifications to the incentive compensation plan of Gregory F. Chapados, GCI’s Executive Vice President and Chief Operating Officer.  The terms and conditions of such incentive compensation plan were initially reported in a Current Report on Form 8-K filing made by GCI on October 15, 2010, and were subsequently described in the definitive proxy statements filed by GCI on May 12, 2011, and May 16, 2012 (the descriptions of such incentive compensation plan are collectively referred to herein as, the “Incentive Compensation Plan Descriptions”).

As a result of the promotion of Mr. Chapados to his current position in June 2012 (as reported on a Current Report on Form 8-K filing made by GCI on June 6, 2012), the Board approved an increase of $150,000, to $700,000, in his total annual target incentive compensation effective January 1, 2013.  The following table shows the revised annual target incentive compensation for Mr. Chapados under each of the components set forth in the Incentive Compensation Plan Descriptions:

Gregory F. Chapados
Free Cash Flow Goal
  $ 175,000  
Capex Spending
  $ 50,000  
Discretionary – Short-term
  $ 275,000  
Discretionary – Long-term
  $ 200,000  
Total Annual Target Incentive Plan Compensation
  $ 700,000  

There were no other changes to Mr. Chapados’ incentive compensation arrangements.



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.

Date: December 13, 2012
  /s/ John M. Lowber
Name: John M. Lowber
Title:  Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)