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 16, 2008
IDEARC INC.
(Exact name of registrant as specified in its charter)
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 19, 2008, Idearc Inc. (the “Corporation”) announced that John J. Mueller
was appointed as Chief Executive Officer of the Corporation, effective as of February 16, 2008.
Mr. Mueller replaces Katherine J. Harless who was the President and Chief Executive Officer of the
Corporation.
In connection with his appointment as Chief Executive Officer, the Corporation expects to
enter into an employment agreement with Mr. Mueller. His employment agreement is expected to have
a three-year term with a base salary of $900,000 per year, reviewable annually, short-term bonus
award target of 100% of base salary, long-term incentive award target of 300% of base salary, and a
restricted stock award worth $1,000,000 to be granted upon the signing of the employment agreement
and vesting equally over three years.
Mr. Mueller, age 51, is currently Chairman of the Board of Directors of the Corporation and
has served in that role since November 2006. Prior to his appointment as Chief Executive Officer
of the Corporation, Mr. Mueller was a business consultant and the interim chief executive officer
of Connexion Technologies, a fiber-optic amenity company that builds and operates entertainment and
communication networks coast to coast. He is a current member of the board of directors of
Centennial Communications Corp. (NASDAQ: CYCL), a provider of regional wireless and integrated
communications services. Previously, Mr. Mueller was chief executive officer and president of
Valor Telecommunications LLC from 2004 to 2006, prior to the integration of Valor and Alltel’s
wireline businesses, which is now known as Windstream (NYSE: WIN). From 2005 to 2006, he also
served as chief executive officer and president and as a member of the board of directors of Valor
Communications Group, Inc., Valor’s parent company. Prior to becoming chief executive officer and
president, Mueller served as Valor’s president and chief operating officer. Before joining Valor,
Mueller spent 23 years at Cincinnati Bell Inc., serving in various positions including: president,
Cincinnati Bell Telephone Company; general manager — consumer markets; and president and chief
executive officer of CBD, Cincinnati Bell’s directory subsidiary.
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Board of Directors of the Corporation (the “Board”) adopted amendments to the
Corporation’s By-laws (the “By-Laws”), effective February 18, 2008, that created a new
executive officer position for the Chairman of the Board. The amendments provide that the Chairman
of the Board will preside at the meetings of the Board, may call meetings of the board or of any
committee of the Board, will call to order and preside at all meetings of the stockholders of the
Corporation and may refuse to acknowledge the nomination of any person or the proposal of any
business not made in compliance with the procedures for the submission of director nominees and
stockholder proposals. In addition, the By-Laws were amended to provide that the Chairman of the
Board will have the power to assign duties to the other officers of the Corporation from time to
time. The amendments to the By-Laws also separated the position of President and Chief Executive
Officer into two offices.
Attached hereto as Exhibit 3.2 and incorporated by reference herein is a copy of the
Corporation’s By-Laws, effective as of February 18, 2008.