UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
January 22, 2009
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
CLEARWIRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-34196 | 56-2408571 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 4400 Carillon Point, | ||
| Kirkland, WA | 98033 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 216-7600
(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):
| 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 22, 2009, Clearwire Corporation (the “Company”) announced via press release that David Sach, age 47, will be named Chief Financial Officer of the Company effective February 2, 2009. Pursuant to an offer letter, Mr. Sach’s initial salary will be $500,000, with a target bonus of $500,000 and initial equity grants of 150,000 restricted stock units (“RSUs”) and 350,000 stock options, both convertible into shares of Class A common stock of the Company. The RSUs and options will vest in equal annual installments over a four year period. The offer letter also provides that Mr. Sach will receive a severance payout equivalent to one year’s salary and bonus if he is terminated other than for cause during his first eighteen months of service to the Company. A copy of the Company’s press release is attached to this report as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated January 22, 2009 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| CLEARWIRE CORPORATION | ||||
| Dated: January 22, 2009 | By: | /s/ Broady R. Hodder | ||
| Broady R. Hodder | ||||
| Senior Vice President and General Counsel | ||||