8-K

UNITED STATES
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

August 8, 2011

Date of Report (Date of earliest event reported)

CLEARWIRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-34196
(Commission File Number) 56-2408571
(IRS Employer
Identification No.)

4400 Carillon Point,
Kirkland, WA (Address of principal executive offices)	98033 (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 August 10, 2011, Clearwire Corporation (the “Company”) announced the appointment of Erik E. Prusch as the new President and Chief Executive Officer of the Company, effective as of August 8, 2011. In connection with Mr. Prusch assuming the position of Chief Executive Officer, John Stanton stepped down from the position of interim Chief Executive Officer and became Executive Chairman of the Board of Directors of the Company, also effective as of August 8, 2011.

     Mr. Prusch served as Chief Financial Officer of the Company from August 2009 to March 2011, and has served as Chief Operating Officer of the Company since March 2011. Mr. Prusch served as President and Chief Executive Officer of Borland Software Corporation from December 2008 until July 2009, and prior to that he served as Chief Financial Officer of Borland from November 2006 to December 2008. From January 2004 to November 2006 he served as Vice President, Finance at Intuit, Inc.

     Pursuant to an offer letter (the “Offer Letter”), Mr. Prusch’s initial salary will be $700,000, with a target bonus of $700,000, and an equity grant of 666,667 restricted stock units (“RSUs”), convertible into shares of Class A common stock of the Company. The RSUs will vest in equal annual installments over a four year period. The offer letter also provides that Mr. Prusch is entitled the severance benefits set forth in the Company’s Executive Continuity Plan (the “Executive Continuity Plan”), with the following exceptions: (i) the definition of “Good Reason” shall be as defined in the Offer Letter rather than in the Executive Continuity Plan and (ii) should Mr. Prusch’s employment be voluntarily terminated by him for Good Reason or involuntarily terminated by the Company without Cause, in lieu of the benefits set forth under Section 4(iii) of the Executive Continuity Plan, all outstanding equity awards then held by Mr. Prusch that were granted on or before March 31, 2011 (including any equity received in exchange for any such original equity awards) will become immediately vested. Additionally, subject to the approval of the parties to the Equityholders’ Agreement dated November 28, 2008 (filed as Exhibit 4.1 on the Company’s Form 8-K filed on December 1, 2008), the Company will recommend to the Board of Directors that Mr. Prusch be elected to fill the current vacancy on the Board. A copy of the Executive Continuity Plan was previously filed as Exhibit 10.1 on the Company’s Form 8-K filed on April 30, 2010.

     A copy of Mr. Prusch’s offer letter is attached to this report as Exhibit 10.1. Additionally, Mr. Prusch has executed the Company’s standard Employee Confidentiality and Intellectual Property Agreement (the “Non-compete Agreement”), which prevents him from competing against the Company or attempting to solicit employees of the Company for one year after the termination of his employment, for any reason. A form of the Company’s Non-compete Agreement was previously filed as Exhibit 10.69 on the Company’s Registration Statement on Form S-4, as amended (File No. 333-153128).

Item 8.01. Other Events.

     The press release announcing the appointment of Mr. Prusch as President and CEO is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

     (d) Exhibits.

Exhibit No.		Description of Exhibit
	10.1	Offer Letter Agreement dated August 8, 2011 between Erik E. Prusch and Clearwire Corporation
	99.1	Press Release dated August 10, 2011

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: August 10, 2011	By:	/s/Broady R. Hodder
		Broady R. Hodder
		Senior Vice President and General Counsel

EX-10.1

Exhibit 10.1

August 8, 2011

 
Erik Prusch
Bellevue, WA

Dear Erik,

On behalf of Clearwire Corporation (the “Company”), I am pleased to confirm our offer to you for the role of President & Chief Executive Officer (CEO) reporting to the Board of Directors (the “Board”). Outlined below are the specific details regarding your position with the Company.

Position:	President & Chief Executive Officer (“CEO”)
Responsibilities:	As President & CEO, you will act as the Company’s Principle Executive Officer and have the duties and authorities customarily associated with the chief executive officer of a publicly-traded corporation, including, without limitation, responsibility for managing the financial and operational aspects of the business, and working closely with the Executive Chairman on strategic matters.
Board Seat:	Subject to the approval of the parties to the Equityholders’ Agreement, dated November 28, 2008, the Company will recommend to its Board that you be elected to fill the current vacancy on the Board.
Start Date:	August 8, 2011
Location:	Kirkland, WA
Base salary:	$700,000 annually (paid bi-weekly)
Bonus Target:	100% of base salary paid annually based on Company and individual performance. The actual bonus payments will be determined by the Compensation Committee of the Board (“Compensation Committee”) based on individual and Company performance. For the purposes of calculating the bonus for 2011, the bonus will not be prorated.
Stock Awards:	Your option and RSU awards will continue to vest in accordance with their terms while you are employed by the Company.
	You will receive a one-time grant of 666,667 Restricted Stock Units (“RSUs”) which will vest over four years.
	Starting in 2012 your annual Long-Term Incentive target value will be based on the relevant market benchmarks for the position, as approved by the Compensation Committee. The actual equity grants

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	in current and future years will be based on Company and individual performance, subject to approval by the Compensation Committee.
Benefits:	You will continue to receive benefits consistent with those received at 12/31/2010
Time off:	You will be eligible for a total of five (5) weeks of paid time off in accordance with the company’s vacation and time off policies.
Severance Benefits/Revisions to Continuity Plan:	You will remain entitled to severance benefits as set forth in Clearwire’s 2010 Executive Continuity Plan (the “Plan”) that you entered into effective June 2010, except as expressly modified below.
	You will be entitled to Regular Severance Benefits upon your voluntary termination of employment for Good Reason or if you are involuntarily terminated without Cause (as defined in the Plan). “Good Reason” shall mean (i) a significant, adverse change in your duties, authorities or responsibilities; (ii) a relocation of your principal office to a location more than thirty (30) miles from your then current office; (iii) a reduction of your base salary, bonus target or benefits from those set forth in this offer; or (iv) a breach by Clearwire of its obligations to you. In each case, an occurrence of one of the foregoing shall constitute Good Reason only if it is not corrected within twenty (20) business days following receipt by Clearwire of written notice specifying, in reasonable detail, such occurrence and why you believe it constitutes Good Reason. For the purposes of the foregoing, cash payment to you of the value of any reduced benefits shall be sufficient to prevent the occurrence of Good Reason. You acknowledge that the election of someone else as President of the Company, reporting to you as CEO, shall not constitute “Good Reason.” This paragraph replaces and supersedes paragraph 2.16 in the Plan. With respect to Article 7 of the Plan, the Company agrees to work with you in good faith to explore alternatives, including without limitation the potential restructuring of any Executive Continuity Benefits, in order to mitigate or eliminate the impact of Section 280G of the Internal Revenue Code on you, provided any such alternative does not cause the Company to incur significant additional costs.
	Except as provided herein, notwithstanding any contrary provision in the Plan, the Plan shall not be terminated or amended with respect to your participation therein (or compensation or benefits thereunder) without your consent.
	Should your employment be voluntarily terminated by you for Good Reason (as defined above) or involuntarily terminated by the Company without Cause (as defined in the Plan), in lieu of the

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benefits set forth under Section 4(iii) of the Plan, all outstanding Equity Awards (as defined in the Plan) then held by you granted on or before March 31, 2011 (including any equity received in exchange for any such Equity Awards) will become immediately vested (and with respect to RSUs, the shares of stock subject thereto shall immediately be issued to you) and shall be exercisable until the earlier of the first anniversary of your Termination Date (as defined in the Plan) and the expiration of the maximum original term of such award.

Please indicate your acceptance of this offer by signing below and returning it to Libby Wolfensperger, 4400 Carillon Point, Kirkland, WA 98033 no later than August 9, 2011.

Sincerely,

/s/ John Stanton

John Stanton
Chairman of the Board

Accepted:	/s/ Erik Prusch	Date:	August 8, 2011
	Erik Prusch

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EX-99.1

Exhibit 99.1

For Release August 10, 2011
5:00 am Pacific

Clearwire Promotes Erik Prusch to President and CEO; Names John
Stanton Executive Chairman

KIRKLAND, Wash. — August 10, 2011 — Clearwire Corporation (NASDAQ:CLWR) a leading provider of 4G wireless broadband services and the largest wholesale operator in the United States, today announced the promotion of Chief Operating Officer Erik Prusch to President and Chief Executive Officer. John Stanton, the company’s Chairman and interim CEO, will become Executive Chairman of the Board of Directors. Both changes are effective immediately.

“Erik has demonstrated the ability and talent necessary to lead our organization through one of the most competitive periods in the mobile broadband industry’s short history,” said John Stanton. “I strongly believe that under his guidance our business will deliver value to shareholders as we continue to grow our business and leverage our unmatched and unencumbered spectrum advantage.”

“My personal commitment to Clearwire remains strong,” Stanton continued. “Further developing a successful strategic framework that will allow our business to thrive long-term continues to be my top priority.

“Since joining Clearwire I have witnessed tremendous growth and change in the mobile broadband space and I recognize the many opportunities and challenges that lie ahead,” said Erik Prusch. “John and I, as well as the rest of our senior leadership team, are focused on successfully executing the critical tasks needed to grow our business and fully leverage our significant spectrum assets in order to keep Clearwire on course as a leader in mobile broadband and the largest 4G provider in the United States.”

Prusch joined Clearwire in August 2009 as CFO and led the efforts to raise over $6 billion in equity and debt to fund the company’s explosive growth. During his tenure, revenue has increased by 427 percent to an annualized run rate of over $1.2 billion, the subscriber base has grown by 1,352 percent, and margins have improved by 80 percentage points through careful expense controls. He was promoted to COO in March.

Throughout his career he has successfully enabled businesses through periods of rapid growth, operational scaling and expansion financing. Prior to joining Clearwire, Prusch served as President and CEO of Borland Software, where he also previously served as CFO, leading the restructuring of the company and returning the business to profitability. Prior to Borland, he was Vice President of Finance at Intuit, CFO of Identix Incorporated and Vice President and CFO, Finance and Operations at Gateway Computers, Incorporated. Prusch began his career at Touche Ross and PepsiCo. He holds a B.A. from Yale University, and earned an M.B.A. from the Stern School of Business at New York University.

About Clearwire

Clearwire Corporation (NASDAQ:CLWR), through its operating subsidiaries, is a leading provider of mobile broadband services. Clearwire’s 4G network currently provides coverage in areas of the U.S. where more than 130 million people live. Clearwire’s open all-IP network, combined with significant spectrum holdings, provides an unprecedented combination of speed and mobility to deliver next

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generation broadband access. The company markets its 4G service through its own brand called CLEAR^® as well as through its wholesale relationships with companies such as Sprint, Comcast, Time Warner Cable, Locus Telecommunications, Cbeyond, Mitel and Best Buy. Strategic investors include Intel Capital, Comcast, Sprint, Google, Time Warner Cable, and Bright House Networks. Clearwire is headquartered in Kirkland, Wash. Additional information is available at http://www.clearwire.com.

Forward-Looking Statements

This release, and other written and oral statements made by Clearwire from time to time, contains forward-looking statements which are based on management’s current expectations and beliefs, as well as on a number of assumptions concerning future events made with information that is currently available. Forward-looking statements may include, without limitation, management’s expectations regarding future financial and operating performance and financial condition; proposed transactions; network development and market launch plans; strategic plans and objectives; industry conditions; the strength of the balance sheet; and liquidity and financing needs. The words “will,” “would,” “may,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “believe,” “target,” “designed,” “plan” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to put undue reliance on such forward- looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside of Clearwire’s control, which could cause actual results to differ materially and adversely from such statements. Some factors that could cause actual results to differ are:

• We have a history of operating losses and we expect to continue to realize significant net losses for the foreseeable future.

• If our business fails to perform as we expect, we may require substantial additional capital, which may not be available on acceptable terms or at all, to be able to continue to operate.

• Our current plans, and our expectations about becoming Adjusted EBITDA and cash flow positive, are based on a number of assumptions about our future performance, which may prove to be inaccurate, such as our ability to substantially expand our wholesale business and implement various cost savings initiatives.

• We expect that our business will become increasingly dependent on our wholesale partners, and Sprint in particular; if we do not receive the amount of revenues we expect from existing wholesale partners or if we are unable to enter into agreements with additional wholesale partners our business prospects, results of operations and financial condition could be adversely affected, or we could be required to revise our current business plans.

• We regularly evaluate our plans, and we may elect to pursue new or alternative strategies which we believe would be beneficial to our business, including among other things, expanding our network coverage to new markets, augmenting our network coverage in existing markets, changing our sales and marketing strategy and or acquiring additional spectrum. Such modifications to our plans could significantly change our capital requirements.

• We believe we need to deploy LTE on our wireless broadband network, alongside mobile WiMAX, to remain competitive; we will incur significant costs to deploy such technology, and will need to raise substantial additional capital to cover such costs. Additionally, LTE technology, or other alternative technologies that we may consider, may not perform as we expect on our network and deploying such technologies would result in additional risks to the company, including uncertainty regarding our ability to successfully add a new technology to our current network and to operate dual technology networks without disruptions to customer service.

• We may experience difficulties in maintaining and upgrading our networks, which could adversely affect customer satisfaction, increase subscriber churn and costs incurred, and decrease our revenues.

• We currently depend on our commercial partners to develop and deliver the equipment for our legacy and mobile WiMAX networks.

• Many of our competitors are better established and have significantly greater resources, and may subsidize their competitive offerings with other products and services.

• Our substantial indebtedness and restrictive debt covenants could limit our financing options and liquidity position and may limit our ability to grow our business.

• Sprint owns just less than a majority of our shares, is our largest shareholder, and has the contractual ability to obtain enough shares to hold the majority voting interest in the company, and Sprint may have, or may develop in the future, interests that may diverge from other stockholders.

• Future sales of large blocks of our common stock may adversely impact our stock price.

For a more detailed description of the factors that could cause such a difference, please refer to Clearwire’s filings with the Securities and Exchange Commission, including the information under the heading “Risk Factors” in our

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Annual Report on Form 10-K filed on February 22, 2011 and subsequent 10-Q filings. Clearwire assumes no obligation to update or supplement such forward-looking statements.

CONTACTS:

Media Relations:
Susan Johnston, 425-216-7913
susan.johnston@clearwire.com

JLM Partners for Clearwire:
Mike DiGioia or Jeremy Pemble, 206-381-3600
mike@jlmpartners.com or jeremy@jlmpartners.com

Investor Relations:
Alice Ryder, 425-636-5828
Alice.ryder@clearwire.com

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