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): December 28, 2012
NTELOS HOLDINGS CORP.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 000-51798 | | 36-4573125 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 1154 Shenandoah Village Drive, Waynesboro, Virginia | | 22980 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(540) 946-3500
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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.
NTELOS Holdings Corp. (the “Company”) paid a portion of 2012 bonus and incentive plan payments to its employees on December 31, 2012, including to its named executive officers. Making these partial payments during calendar year 2012 allows the Company to maximize corporate income tax deductions for 2012, thereby ensuring that it will be able to use certain corporate income tax benefits in a prior year that may otherwise have been lost.
On December 28, 2012, the Compensation Committee of the Company (the “Committee”) certified and approved partial incentive payments to the Company’s named executive officers, after reviewing the Company’s consolidated financial results for a portion of 2012 and considering the Company’s 2012 full year targets under the Company’s 2012 Team Incentive Plan (“TIP”) as described in the Company’s proxy statement for the 2012 Annual Meeting of Stockholders. The following amounts were approved and paid:
James A. Hyde, President and Chief Executive Officer, $555,234
Stebbins B. Chandor Jr., Executive Vice President, Chief Financial Officer and Treasurer, $180,569
Conrad J. Hunter, Executive Vice President and Chief Operating Officer, $185,523
Brian J. O’Neil, Executive Vice President, General Counsel and Secretary, $133,084
Robert L. McAvoy Jr., Senior Vice President – Engineering and Operations, $101,074
The Committee will review full year 2012 consolidated financial results and it is anticipated that the Committee will certify and approve additional payments under the TIP in the first quarter of 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: January 4, 2013
| | |
| NTELOS HOLDINGS CORP. |
| |
| By: | | /s/ Brian J. O’Neil |
| | Brian J. O’Neil |
| | Executive Vice President, General Counsel and Secretary |
