-----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, OSdGs7L3GxdwlElRbMYFi9jwYV1M6blPMQqQBJwkQ9be/6vtq2GWgpOgJhm/Rd+v YjPto0ZNa7HJqMU+JtmmYQ== 0000020520-08-000011.txt : 20080227 0000020520-08-000011.hdr.sgml : 20080227 20080227165436 ACCESSION NUMBER: 0000020520-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080227 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 08647174 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 8-K 1 execcompfirstqtrdivid.txt FIRST QTR DIVIDEND/EXECUTIVE COMPENSATION 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 Date of Report (date of earliest event reported): February 21, 2008 Citizens Communications Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-11001 06-0619596 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3 High Ridge Park, Stamford, Connecticut 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 614-5600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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 Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers; Compensatory Arrangements of --------------------------------------------------------------- Certain Officers. ----------------- On February 21, 2008, the Company's Compensation Committee (the "Committee") approved the performance criteria for the Company's named executive officers and three other senior executive officers of the Company (collectively constituting its Senior Leadership Team) under the Citizens Incentive Plan and the Equity Incentive Plan for fiscal year 2008. The Committee also assigned target amounts of incentive compensation for each member of the Senior Leadership Team. The Committee determined that the cash incentive awards to the members of the Senior Leadership Team under the Citizens Incentive Plan would be based upon the achievement of specific goals that relate to the Company's "3Ps" - people, products and profitability. For 2008, the profit goals include targets for revenue, EBITDA, capital expenditures, operating free cash flow, customer retention and integration of recent acquisitions. The product goals include the implementation of critical operational plans and achieving sales targets for High Speed Broadband, Frontier product packages, internet services and wireless products. The profit and product goals are weighted at 85%. The people goals are part of the executive's individual leadership component which is weighted at 15% The actual bonuses payable for fiscal year 2008 (if any) will vary depending on the extent to which actual performances meet, exceed, or fall short of the goals and criteria set by the Committee but will not exceed 120% of target. The Committee determined that the restricted share awards to these executive officers under the Equity Incentive Plan would be based upon the achievement of specific goals that relate to the Company's revenue, EBITDA and operating free cash flow. The plan requires that the Company achieve 90% of these financial targets in order for any restricted share awards to be granted. The actual restricted share awards for fiscal year 2008 (if any) will vary depending on individual performance. The Committee also approved base salary merit increases, cash bonuses for 2007 and restricted stock grants for each of the Company's current named executive officers. See Exhibit 99.1, which is incorporated herein by reference. On February 21, 2008, Donald R. Shassian, the Company's Chief Financial Officer, was appointed as Executive Vice President and Chief Financial Officer. Item 8.01. Other Events ------------ On February 21, 2008, the Company announced that its Board of Directors declared a regular quarterly cash dividend of $0.25 per share, payable on March 31, 2008 to holders of record of its common stock at the close of business on March 10, 2008. A copy of the Company's press release issued on February 21, 2008 announcing the declaration of the dividend is filed herewith as Exhibit 99.2 and incorporated herein by reference. 2 Item 9.01. Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Information Concerning Executive Compensation. 99.2 Press Release of Citizens Communications Company issued February 21, 2008. 3 SIGNATURES 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 hereunto duly authorized. CITIZENS COMMUNICATIONS COMPANY Date: February 27, 2008 By:/s/ Robert J. Larson ----------------------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer 4 EX-99.1 2 execcomp.txt EXECUTIVE COMPENSATION Exhibit 99.1 Information Concerning Executive Compensation It is the policy of Citizens Communications Company (the "Company") to emphasize performance based compensation through the payment of bonuses based upon achievement of Company and individual performance goals. In February 2008, the Company's Compensation Committee (the "Committee"), in consultation with Mrs. Maggie Wilderotter, Chairman, President and Chief Executive Officer, approved base salary merit increases, cash bonuses for 2007 and restricted stock grants for each of the Company's current named executive officers (other than Mrs. Wilderotter) as set forth below. John Casey, our former Executive Vice President who retired from the Company in November 2007, was not included in these award determinations. The Committee, in consultation with the other non-management directors of the Board of Directors, approved for Mrs. Wilderotter a base salary merit increase, a cash bonus for 2007, a restricted stock grant (each as set forth below) and a one-time grant of 120,000 shares of common stock.
2007 Bonus Restricted Stock Name 2008 Salary (1) Amount Award (2) ---- --------------- ------------- --------- ($) ($) (#) Maggie Wilderotter, $925,000 $895,410 347,985 Chairman, President and Chief Executive Officer Donald R. Shassian, $450,000 $439,051 77,381 Executive Vice President and Chief Financial Officer Daniel J. McCarthy, $320,000 $287,448 41,209 Executive Vice President and Chief Operating Officer Peter B. Hayes, $300,000 $286,082 40,934 Executive Vice President, Sales, Marketing and Business Development ------------
(1) Includes increases for each of the executive officers named in the table, effective March 1, 2008. (2) Restricted stock awards vest in four equal annual installments commencing one year after the grant date. EX-99.2 3 firstqtrdividendpr.txt FIRST QUARTER DIVIDEND 2008 Exhibit 99.2 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net FOR IMMEDIATE RELEASE Contact: David Whitehouse 203-614-5708 Citizens Communications Declares First-Quarter Dividend Stamford, Conn., February 21, 2008 - Citizens Communications Company (NYSE:CZN) announced today that its Board of Directors has declared a regular quarterly cash dividend payment of $0.25 per share of common stock, payable on March 31, 2008 to holders of record of common stock at the close of business on March 10, 2008. # # # -----END PRIVACY-ENHANCED MESSAGE-----