8-K 1 paypractices.txt PAY PRACTICES 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 Date of Report (date of earliest event reported): April 30, 2009 Frontier Communications Corporation -------------------------------------------------------------------------------- (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 CFR240.13e-4(c)) Item 8.01 Other Events ------------ Frontier Communications Corporation (the "Company") has an employment agreement with its President and Chief Executive Officer, Mary Agnes Wilderotter, which was entered into in November 2004 and amended and restated to take into account changes for purposes of Section 409A of the Internal Revenue Code in December 2008 (as so amended, the "Employment Agreement"). The initial term of the Employment Agreement expires in November 2009. The Employment Agreement contains, as an element of Mrs. Wilderotter's compensation, an annual grant of restricted shares with an aggregate value on the date of grant equal to no less than $1,000,000 (the "Equity Provision"). On April 30, 2009, the Company's Compensation Committee and Mrs. Wilderotter agreed that upon renewal of the Employment Agreement in November 2009, the Equity Provision will be removed. The Company's Compensation Committee has also committed not to enter into any employment agreements which contain guaranteed minimum equity provisions in the future with Company executives. 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. FRONTIER COMMUNICATIONS CORPORATION Date: May 1, 2009 By: /s/ Robert J. Larson ----------------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer