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, 2013
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GENERAL COMMUNICATION, INC.
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(Exact name of registrant as specified in its charter)
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State of Alaska
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0-15279
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92-0072737
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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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2550 Denali Street
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Suite 1000
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Anchorage, Alaska
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99503
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (907) 868-5600
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NONE
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(Former name or former address, if changed since last report)
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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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 – Corporate Governance and Management
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On February 12, 2013, 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 Ronald A. Duncan, GCI’s President and a member of the Board. 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”).
The Board approved a decrease of $240,000, to $1,560,000, in his total annual target incentive compensation effective January 1, 2013. The Board approved an increase to his annual salary of the same amount. The following table shows the revised annual target incentive compensation for Mr. Duncan under each of the components set forth in the Incentive Compensation Plan Descriptions:
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Ronald A. Duncan
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Free Cash Flow Goal
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350,000
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Capex Spending
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200,000
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Discretionary – Short-term
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660,000
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Discretionary – Long-term
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350,000
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Total Annual Target Incentive Plan Compensation
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1,560,000
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There were no other changes to Mr. Duncan’s incentive compensation arrangements.
SIGNATURE
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.
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(Registrant)
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Date: February 14, 2013
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By
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/s/ John M. Lowber | ||
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Name: John M. Lowber
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Title: Senior Vice President,
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Chief Financial Officer,
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Secretary and Treasurer
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(Principal Financial Officer)
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