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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 25, 2010
NII HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-32421
(Commission File Number)
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91-1671412
(IRS Employer
Identification No.) |
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1875 Explorer Street, Suite 1000 |
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Reston, Virginia
(Address of principal executive offices)
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20190
(Zip Code) |
Registrants telephone number, including area code: (703) 390-5100
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:
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))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On June 25, 2010, the board of directors of NII Holdings, Inc. (the Company) took action to
increase the number of directorships on the Companys board of directors from eight to nine and to
increase the number of directors in the class of directors whose current terms expire in 2012 from
two to three. Concurrent with that action, our board of directors appointed Kevin L. Beebe to
serve as a new director in the class of directors whose current terms expire in 2012. Mr. Beebe
has not been appointed to any committees of the board.
Since November 2007, Mr. Beebe has been President and Chief Executive Officer of 2BPartners,
LLC, a partnership that provides strategic, financial and operational advice to investors and
management. Previously, he was Group President of Operations at ALLTEL Corporation, a
telecommunications services company, from 1998 to 2007. From 1996 to 1998, Mr. Beebe served as
Executive Vice President of Operations for 360° Communications Co., a wireless communication
company. He has held a variety of executive and senior management positions at several divisions
and affiliates of Sprint Corporation. Mr. Beebe began his career at AT&T/Southwestern Bell as a
Manager. Mr. Beebe also serves as a director for Skyworks Solutions, Inc. and SBA Communications
Corporation.
Consistent with the compensation policies currently applicable to our non-employee directors,
Mr. Beebe was granted 10,566 shares of restricted common stock, representing the sum of an initial
sign-on award of 8,000 restricted shares and a grant of 2,566 restricted shares, which is equal to
the pro-rated portion of the 2010 annual equity grant to our non-employee directors. The
restricted stock, which was granted under our 2004 Incentive Compensation Plan, will vest in annual
installments over a three year period with 33 1/3% of the shares vesting each year that Mr. Beebe
remains on our board of directors and will be subject to the terms and conditions of a Restricted
Stock Award Agreement that will be substantially the same as the form of agreement used in
connection with prior grants of restricted stock to our non-employee directors. Mr. Beebe will
also be entitled to cash compensation consistent with our current compensation policies applicable
to non-employee directors.
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.
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NII HOLDINGS, INC.
(Registrant)
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Dated: June 28, 2010 |
By: |
/s/ Gary D. Begeman
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Gary D. Begeman |
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Vice President, General Counsel and Secretary |
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