Current Report Filing (8-k)
13 February 2018 - 8:32AM
Edgar (US Regulatory)
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): February 6, 2018
Uniti Group Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-36708
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46-5230630
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10802 Executive Center Drive
Benton Building Suite 300
Little Rock, Arkansas
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72211
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (501) 850-0820
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certai
n Officers; Compensatory Arrangements of Certain Officers
On February 6, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of Uniti Group Inc. (the “Company”) approved the Uniti Group Inc. 2018 Short Term Incentive Plan (the “Plan”), which will be administered by the Committee. The Plan permits the Committee to award and pay performance-based cash bonuses to the Company’s President and Chief Executive Officer, Executive Vice President – Chief Financial Officer and Treasurer and Executive Vice President – General Counsel and Secretary (the “Eligible Executives”), upon the attainment of certain criteria set forth in the Plan. The Plan is designed to reward and motivate the Eligible Executives to achieve certain performance goals during 2018 and to promote the alignment of the Eligible Executives’ interests with those of the Company’s stockholders.
In connection with adopting the Plan, the Committee approved award opportunities for each of the Eligible Executives for 2018. The Committee approved the following threshold (i.e., minimum), target and superior payout opportunities, expressed as a percentage of base salary, that the Eligible Executives are eligible to receive under the Plan:
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2018 Short Term Incentive Plan
Payout Opportunities
(as a percentage of base salary)
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Name
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Threshold
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Target
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Superior
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Kenneth A. Gunderman
President and Chief Executive Officer
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75%
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150%
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225%
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Mark A. Wallace
Executive Vice President – Chief Financial Officer and Treasurer
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50%
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100%
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150%
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Daniel L. Heard
Executive Vice President – General Counsel and Secretary
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50%
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100%
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150%
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SIGNATURE
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.
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Date: February 12, 2018
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UNITI GROUP INC.
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By:
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/s/ Daniel L. Heard
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Name:
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Daniel L. Heard
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Title:
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Executive Vice President – General Counsel and Secretary
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