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) NOVEMBER 14, 2006
Nelnet, Inc.
(Exact name of registrant as specified in its charter)
Nebraska 001-31924 84-0748903
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 SOUTH 13TH STREET, SUITE 201, LINCOLN, NEBRASKA 68508
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 458-2370
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:
[ ] 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 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.
Effective November 14, 2006, the Compensation Committee of the Board of
Directors of Nelnet, Inc. (the "Company") approved various amendments to the
Executive Officers Bonus Plan (the "Plan") for the Co-CEOs of the Company, Mike
Dunlap and Stephen Butterfield. A copy of the amended Plan is filed as Exhibit
10.1 to this report. Under the Plan, as amended, each of the Co-CEOs is eligible
for an annual bonus equal to $500,000 for every $1.00, or the pro-rata share
thereof, in base net income per share earned by the Company during the year.
Base net income per share is defined under the amended Plan as the Company's
annual base net income for the Plan year, as calculated and reported in the
Company's earnings releases and filings, divided by the weighted average basic
number of common shares outstanding as of the end of the Plan year. The amended
Plan is effective as of January 1, 2007.
The Co-CEO's will not be entitled to any award under the Plan in any year in
which the Company fails to maintain a credit rating by Standard & Poor's and
Moody's Investor Services of "BBB" or higher. Bonus payments under the Plan for
a particular year are made subsequent to year-end after the Company's earnings
for the year have been finalized and announced to the public.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibit is filed as part of this report:
Exhibit
No. Description
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10.1 Executive Officers Bonus Plan, as amended
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.
NELNET, INC.
Date: November 20, 2006 By: /s/ TERRY J. HEIMES
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Terry J. Heimes
Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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10.1 Executive Officers Bonus Plan, as amended