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EX-10.1 - EX-10.1 - ALASKA COMMUNICATIONS SYSTEMS GROUP INCexhibit1.htm
 

 


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):   June 9, 2014

Alaska Communications Systems Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-28167 52-2126573
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
600 Telephone Avenue, Anchorage, Alaska   99503-6091
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (907) 297-3000

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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.

(e) Compensatory Arrangements of Certain Officers

On June 9, 2014, the Compensation and Personnel Committee of the Board of Directors of Alaska Communications Systems Group, Inc. (“Alaska Communications”) approved and ratified the Alaska Communications 2014 Officer Severance Policy (the “Policy”). The Policy amended and replaced the Alaska Communications 2010 Officer Severance Policy to, among other things:

update the definition of eligibility under the Policy, as follows:

Eligible Officers are regular full-time individuals employed by the Company for a minimum of six continuous months in the positions listed below (“Eligible Officer(s)”). Eligible Officers will be eligible to participate in the Policy; provided, however, that an employee of the company who is temporarily appointed to a particular eligible position in an acting manner, is not eligible to participate as a result of that temporary position. Additionally, any employee with an employment agreement that includes severance benefits will not be an Eligible Officer under this Policy.

Vice President
Senior Vice President
Executive Vice President
President

revise or add definitions for some defined terms including:

“Executive Officer” means an Eligible Officer who has one of the titles listed in below, provided, however, that an employee of the company who is temporarily appointed to the position of Executive Officer as an acting Executive Officer, is not considered an Executive Officer for purposes of the benefits provided under this Policy.

Executive Vice President
Senior Vice President
President

“Good Reason” means the occurrence of any of the events described in the Policy without the Eligible Officer’s written consent, provided, however within 60 days following the occurrence of the event, the Eligible Officer must provide at least 30 days written notice of intent to resign specifying the specific Good Reason for resignation and during which time the Company has not provided a cure sufficient to remove the Good Reason. A reduction in Target Annual Compensation is clarified to mean, greater than 10% in any three year period, unless substantially all Eligible Officers’ compensation is similarly reduced.

“Severance Benefit” means the COBRA reimbursement benefit described in Section 5 of the Policy for each category of Eligible Officer.

“Severance Pay” means the pay described in Section 5 of the Policy for each category of Eligible Officer.

“Target Annual Compensation” means base salary, and target annual incentive compensation.

revise severance pay for an Executive Officer to include:

One times the annual base salary in effect on the termination date, unless resigning for good reason, reduction in compensation, then annual base salary prior to reduction; and

Annual cash incentive payment based on achievement of annual performance goals for the prior full performance year of Executive Officer’s employment, if unpaid as of the date of termination; and

Prorated annual cash incentive based on actual performance against established goals for the year of termination, payable at such time as annual cash incentive award payments, if any, are made to other Executive Officers.

revise severance pay for Eligible Officers that are not Executive Officers to include:

One times the annual base salary in effect on the termination date, unless resigning for good reason, reduction in compensation, then annual base salary prior to reduction; and

Annual cash incentive payment based on achievement of annual performance goals for the prior full performance year of Eligible Officer’s employment, if unpaid as of the date of termination;

revise severance pay in connection with a change of control to:

  Any Eligible Officer whose employment with the company is terminated without cause or who resigns for good reason within two and one half months before or one year after a change of control will be eligible for two times base salary; and annual cash incentive payment based on achievement of annual performance goals for the prior full performance year of employment, if unpaid as of the date of termination. In addition, all long term incentive compensation, whether equity or cash, will vest and be released or paid, as appropriate. Any eligible severance pay and benefits based on a termination prior to change in control is contingent upon and payable subsequent to Eligible Officers termination of employment without cause or resignation for good reason and the consummation of the change in control.

Severance pay provided for shall be paid in a lump sum on the last day of the 60 day period following Eligible Officer’s termination of employment.

The Policy is attached to this report as Exhibit 10.1 and incorporated herein by this reference.

Item 5.07 –Submission of Matters to a Vote of Security Holders.

(a)   The Annual Meeting of Shareholders of Alaska Communications Systems Group, Inc. (the “Company”) was held on June 10, 2014.  Shareholders representing 39,465,763 shares, or 79.93%, of the common shares outstanding as of the April 11, 2014 record date were present in person or represented at the meeting by proxy.

(b)   The matters voted upon at the meeting, and the number of votes cast for, against or withheld, as well as the number of abstention and non-votes, as applicable, are set forth below:

Proposal 1 - Election of Board of Directors;

The eight (8) nominees to serve as directors, which constituted the entire Board as of the meeting date, were all reelected to serve as directors by the following votes:

                                 
Nominee   For   Against   Abstain   Broker Non-Votes
Edward (Ned) J. Hayes, Jr.
    14,769,330       691,482       237,405       23,767,546  
Anand Vadapalli
    14,658,835       814,229       225,155       23,767,544  
Peter D. Ley
    14,221,610       1,240,796       235,812       23,767,545  
John Niles Wanamaker
    14,269,042       1,176,710       252,466       23,767,545  
David W. Karp
    14,761,164       700,460       236,595       23,767,544  
Brian A. Ross
    14,279,136       1,180,455       238,626       23,767,546  
Margaret L. Brown
    14,760,816       700,699       236,704       23,767,544  
Carol G. Mills
    14,742,131       685,604       270,484       23,767,544  

Proposal 2 –Advisory approval of the Company’s executive compensation;

The Company proposal requesting that shareholders approve executive compensation, on an advisory basis, was approved with the following vote:

                         
For   Against   Abstain   Broker Non-Votes
13,220,868
    2,071,692       405,657       23,767,546  

Proposal 3 –Approval of the amended and Restated Alaska Communications Systems Group, Inc. 2011 Incentive Award Plan;

The Company proposal requesting approval of the Company’s Amended and Restated 2011 Incentive Award Plan was approved with the following vote:

                         
For   Against   Abstain   Broker Non-Votes
13,090,077
    2,122,168       485,974       23,767,544  

Proposal 4 –Ratification of the appointment of the Company’s independent registered public accounting firm;

The Company proposal requesting ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014 was approved with the following vote:

                         
For   Against   Abstain   Broker Non-Votes
37,935,491
    1,035,047       495,225       0  

Item 7.01 Regulation FD Disclosure.

A copy of material that was used in an investor presentation delivered by the Company’s CEO following the annual meeting of shareholders is available on the Company’s website at www.alsk.com and will remain there for at least ninety (90) days.

The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


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.

         
    Alaska Communications Systems Group, Inc.
          
June 13, 2014   By:   /s/Leonard Steinberg
       
        Name: Leonard Steinberg
        Title: Corporate Secretary


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Alaska Communications Systems Group, Inc. 2014 Officer Severance Policy