-----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, LKjgrsApwJIQz9ms19GKxQ953lUW48QHBY9faFLKZEVLyC8TyLNnKeyiX6nAePm3 bLvmRyiZw59p70wdG0evmA== 0000950144-09-003529.txt : 20090424 0000950144-09-003529.hdr.sgml : 20090424 20090424164010 ACCESSION NUMBER: 0000950144-09-003529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090421 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090424 DATE AS OF CHANGE: 20090424 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07155 FILM NUMBER: 09770173 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 g18771e8vk.htm 8-K 8-K
 
 
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): April 21, 2009
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   1-07155   13-2740040
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
1001 Winstead Drive, Cary NC       27513
(Address of principal       (Zip Code)
executive offices)        
Registrant’s telephone number,
including area code:
(919) 297-1600
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
(e) On April 21, 2009, the Board of Directors (the “Board”) and the Compensation and Benefits Committee of the Board of R.H. Donnelley Corporation (the “Company”) approved an Amendment (the “SERP Amendment”) to the R.H. Donnelley Corporation Supplemental Executive Retirement Agreement (the “SERP Agreement”) by and between the Company and David C. Swanson, the Company’s Chairman and Chief Executive Officer. Following approval by the Board and Compensation and Benefits Committee, the Company and Mr. Swanson entered into the SERP Amendment, effective April 21, 2009.
The SERP Amendment (i) increases the amount of the nonqualified and unfunded Supplemental Retirement Benefit (as defined in the Agreement) payable to Mr. Swanson by $500,000 per year if Mr. Swanson were to retire at age 60 and (ii) provides that any transaction which otherwise would constitute a Change in Control or Unapproved Change in Significant Control (each as defined in the Agreement), and which would generally accelerate the vesting of the Supplemental Retirement Benefit payable to Mr. Swanson under the SERP Agreement if his employment were terminated under certain circumstances following such transaction, shall not constitute a Change in Control or Unapproved Change in Significant Control, as the case may be, if such transaction is consummated pursuant to or during the course of a Restructuring of the Company (as defined in the Amendment).

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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/ Mark W. Hianik
 
       
 
  Name:   Mark W. Hianik
 
  Title:   Senior Vice President, General Counsel and
Corporate Secretary
 
        
Date: April 24, 2009
        

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