-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H98CeLJGYCVCQq832TXvnj3lec5UOJpwO63jNsXh30oR+AaCvZ6ex/aob8FokFxS hQWWCChl4OQTnub38XOsFA== 0001104659-10-034136.txt : 20100616 0001104659-10-034136.hdr.sgml : 20100616 20100616152629 ACCESSION NUMBER: 0001104659-10-034136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100616 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100616 DATE AS OF CHANGE: 20100616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERMEDIA INC. CENTRAL INDEX KEY: 0001367396 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 205095175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32939 FILM NUMBER: 10900537 BUSINESS ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: DFW AIRPORT STATE: TX ZIP: 75261-9810 BUSINESS PHONE: (972) 453-7000 MAIL ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: DFW AIRPORT STATE: TX ZIP: 75261-9810 FORMER COMPANY: FORMER CONFORMED NAME: IDEARC INC. DATE OF NAME CHANGE: 20061019 FORMER COMPANY: FORMER CONFORMED NAME: Verizon Directories Disposition CORP DATE OF NAME CHANGE: 20060623 8-K 1 a10-12138_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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 16, 2010

 

SUPERMEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-32939

 

20-5095175

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

(Address of Principal Executive Offices)

 

(972) 453-7000

(Registrant’s telephone number, including area code)

 

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))

 

 

 



 

Item 5.02                     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 16, 2010, SuperMedia Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) increased the number of directors of the Company from nine to ten and appointed Douglas D. Wheat to serve as the Company’s Chairman of the Board and a member of the Board, effective July 1, 2010, to serve until the Company’s 2011 annual meeting of the stockholders.  A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The Board determined that Mr. Wheat meets the independence requirements of the Nasdaq Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended.

 

There is no arrangement or understanding between Mr. Wheat and any other person pursuant to which he was elected as a director of the Company.  Mr. Wheat does not have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K.

 

The Company will compensate Mr. Wheat in a manner consistent with its non-management director compensation program, the terms of which are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on February 26, 2010.  Under the terms of the program, Mr. Wheat will receive (i) a one-time equity award in the form of restricted stock units having a value of $50,000 that vests ratably at one-third per year over the next three years; (ii) an annual equity award in the form of restricted stock, having an annual value of $70,000, that will be pro-rated from the effective date of his appointment and will vest December 31, 2010; (iii) an annual Director fee of $70,000 that will be pro-rated from the effective date of his appointment; (iv) an annual Chairman of the Board fee of $70,000 that will be pro-rated from the effective date of his appointment; and (v) $1,500 per Board meeting fee for any Board meetings attended in excess of the six (6) meetings that were set on the initial 2010 Board Meeting Calendar.

 

The Board previously appointed Thomas S. Rogers to serve as Interim Chairman of the Board until his respective successor was appointed or elected.  Mr. Rogers will continue to serve as a member of the Board and as a member of the Nominating & Corporate Governance Committee and the Human Resources Committee of the Board.

 

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit  No.

 

Description

 

 

 

99.1

 

SuperMedia Inc. press release, dated June 16, 2010

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SUPERMEDIA INC.

 

 

 

 

 

 

 

By:

/s/ Cody Wilbanks

 

 

Name:

Cody Wilbanks

 

 

Title:

Executive Vice President –

 

 

 

General Counsel and Secretary

 

 

Date:       June 16, 2010

 

3



 

EXHIBIT INDEX

 

Exhibit  No.

 

Description

 

 

 

99.1

 

SuperMedia Inc. press release, dated June 16, 2010

 

4


EX-99.1 2 a10-12138_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

June  16,  2010

 

Media Relations Contacts:

Andrew Shane

(972)453-6473

andrew.shane@supermedia.com

 

Investor Relations Contact:

Cliff Wilson

(972) 453-6188

cliff.wilson@supermedia.com

 

SuperMedia Appoints Chairman of the Board

 

Douglas Wheat, Chairman of AMN Healthcare Services, Inc., To Begin July 1; Interim Chairman, Tom Rogers, Continues to Serve on Board

 

DALLAS — SuperMedia (NASDAQ:SPMD) today announced the appointment of Douglas Wheat as the chairman of the board, effective July 1. Tom Rogers, who has served as interim chairman of the board since January 1 of this year, will continue to serve on the board.

 

With this appointment, SuperMedia’s board of directors has increased from nine to 10 members. Mr. Wheat, like the other members of the board, was appointed to a term that will expire at the annual meeting of stockholders to be held in 2011.

 

“Doug has been successful in every facet of his career and brings a tremendous perspective and a diverse background to our company,” said Scott W. Klein, CEO of SuperMedia Inc.   I look forward to working with Doug as we continue the transformation of our business.  “I appreciate all of Tom’s efforts and continued support as interim chairman.  His guidance and dedication have been an important ingredient of our progress.

 

Mr. Wheat currently serves as chairman of AMN Healthcare Services Inc., one of the leading temporary healthcare staffing companies in the world. He previously served as a director of Playtex Products Inc. from 1995 to 2007, including serving as Chairman from 2004 to 2006.

 

Among other boards, Mr. Wheat has served as a member of the boards of Dr. Pepper/Seven-Up Companies Inc., Thermadyne Industries Inc., Sybron International Corporation, Smarte Carte Corporation, Nebraska Book Corporation and ALC Communications Corporation.  Since 2008, he has served as Managing Partner of Southlake Equity Group (formerly Challenger Equity Group), a private investment firm.

 

Prior to Southlake Equity Group, he served as co-founder and chairman of Foxbridge Partners, a private equity firm from 2006 to 2007 and as president of Haas Wheat & Partners, a private investment firm specializing in strategic equity investments and leveraged buyouts of middle market companies from 1992 to 2006.  Mr. Wheat also held various leadership and senior management positions at Grauer & Wheat and Donaldson Lufkin & Jenrette Securities Corporation earlier in his career.

 

# # #

 

About SuperMedia LLC

 

SuperMedia LLC (“SuperMedia”) is the advertising agency for local small- to medium-sized businesses across the United States. SuperMedia specializes in results. Click-here results. Ring-the-phone results. Knock-on-the-door results.

 

SuperMedia’s advertising products and services include: the award-winning SuperGuarantee® program, the SuperTradeExchange® program, Verizon® Yellow Pages, FairPoint® Yellow Pages, Superpages.com®, EveryCarListed.com®, Switchboard.comSM, LocalSearch.comSM, Superpages Mobile® and SuperpagesDirect® direct mail products. For more information, visit www.supermedia.com.

 

SPMD-G

 


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