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): November 1, 2013
EARTHLINK, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 001-15605 |
| 58-2511877 |
1375 Peachtree St., Atlanta, Georgia |
| 30309 |
(Address of principal executive offices) |
| (Zip Code) |
(404) 815-0770
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report date)
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))
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2013, Thomas E. Wheeler resigned from EarthLink, Inc.’s Board of Directors following the U.S. Senate’s confirmation of his appointment to serve as Chairman of the Federal Communications Commission (“FCC”).
Mr. Wheeler currently owns 88,280 shares of EarthLink common stock, which he is required to divest as a result of his becoming Chairman of the FCC. In order to prevent these shares from having to be sold into EarthLink’s public trading market, EarthLink and Mr. Wheeler have agreed that EarthLink will purchase these shares from Mr. Wheeler, with the purchase price being the common stock closing price on November 5, 2013.
A copy of the press release issued by EarthLink in connection with Mr. Wheeler’s resignation is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
99.1 |
| Press release, dated November 4, 2013 |
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 duly authorized.
Date: November 5, 2013
| EARTHLINK, INC. | |
|
| |
| By: | /s/ Bradley A. Ferguson |
|
| Bradley A. Ferguson |
|
| Executive Vice President, |
|
| Chief Financial Officer |