-----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, QGUIrdfOm+TwlpEL6V4k/YObOwLM4CbEwnR4lc+IYY6t0bfruyjcyUwsS5BpbIbk r6Auu5idCgXF0E8yB4uK5g== 0000950144-06-011880.txt : 20061228 0000950144-06-011880.hdr.sgml : 20061228 20061228102811 ACCESSION NUMBER: 0000950144-06-011880 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20061228 DATE AS OF CHANGE: 20061228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 061301784 BUSINESS ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 9198046000 MAIL ADDRESS: STREET 1: 1001 WINSTEAD DRIVE CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 8-K 1 g04894e8vk.htm R.H. DONNELLEY CORPORATION R.H. Donnelley Corporation
 

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): December 22, 2006
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   1-07155   13-2740040
(State or other jurisdiction of   (Commission   (I.R.S. Employer Identification No.)
incorporation)   File Number)    
         
1001 Winstead Drive, Cary NC       27513
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code: (919) 297-1600
(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:
     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 December 22, 2006, the Compensation and Benefits Committee (“Committee”) of the Board of Directors (“Board”) of R.H. Donnelley Corporation (“Company”) established certain performance measures for fiscal year 2007 that apply to the Company’s named executive officers under the Company’s annual cash incentive program (“AIP”) pursuant to the Company’s 2005 Stock Award and Incentive Plan (the “2005 Plan”). The performance measures include advertising sales growth, EBITDA, and free cash flow per share. The other material terms and conditions of the AIP and the Plan were described in the Company’s proxy statement dated April 24, 2006, and the Plan has been filed as Exhibit 10.15 and the form of AIP award agreement has been filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
Each of the performance measures is a non-GAAP financial measure. In its Current Report on Form 8-K furnished to the Securities and Exchange Commission on October 27, 2004, the Company disclosed that it would utilize these non-GAAP measures for executive compensation purposes, and also identified the most comparable GAAP measures, discussed quantitative reconciliations between the applicable GAAP and non-GAAP measures, and provided such other information required by Regulation G under the Securities Exchange Act of 1934 (the “1934 Act”) and Item 10(e) of Regulation S-K under the 1934 Act.

 

 

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.
         
 
      R.H. Donnelley Corporation
 
        
 
  By:   /s/ Robert J. Bush
 
       
 
      Robert J. Bush
Senior Vice President, General Counsel
     & Corporate Secretary
 
        
Date: December 28, 2006
        

 

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