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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SentinelOne Inc | NYSE:S | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.24 | -1.12% | 21.20 | 21.66 | 21.07 | 21.65 | 3,162,043 | 22:15:28 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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46-1170005
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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6200 Sprint Parkway, Overland Park, Kansas
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66251
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer (Do not check if smaller reporting company)
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o
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Smaller reporting company
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o
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PART III
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10.
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11.
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12.
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13.
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14.
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PART IV
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15.
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Item 11.
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Executive Compensation Compensation Discussion and Analysis
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•
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Attract and retain qualified and experienced executives by providing base salaries, target incentives, and benefits that are market competitive;
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•
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Hold executives accountable for their performance by requiring that a substantial portion of total compensation is earned over a multi-year period and subject to forfeiture to the extent that vesting requirements and performance objectives are not met;
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•
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Pay for performance by tying a substantial portion of our executives’ compensation opportunities directly to, and rewarding them for, our performance through short- and long-term incentive compensation plans that include performance objectives most critical to driving our continued financial and operational improvement and long-term stockholder value; and
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•
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Structure our compensation programs to align executive interests with those of our stockholders, mitigate the possibility that our executives undertake excessively risky business strategies, and adhere to corporate governance best practices.
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•
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Base salary;
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•
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Short-term incentives under our short-term incentive compensation plan (or STIC); and
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•
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Long-term incentives under our long-term incentive compensation plan (or LTIC), including performance- based turnaround incentive awards.
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•
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Change in control and severance benefits under employment agreements with our named executive officers and our Change in Control Severance Plan;
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•
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Retirement benefits under our 401(k) plan and deferred compensation plan;
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•
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Perquisites and other benefits; and
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•
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Employee health and welfare benefits and programs.
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Pillar
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Strategy
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Build Superior Network
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Continue building a best-in-class network that delivers the consistent reliability, capacity, and speed that customers demand
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Achieve Lowest Cost Structure
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Transform our cost structure to the lowest in our industry across every aspect of the business
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Acquire and Retain Customers
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Establish deep, meaningful and long-lasting customer relationships through brand building, acquisition, retention, and innovation
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Finance our Future
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Create an alternative financial structure that leverages our assets to fuel our growth and maximize stockholder value
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Develop World-class Team and Partnerships
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Attract and retain world-class talent and establish strategic partnerships with the best and brightest to create the optimal, engaged, and winning team.
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Create Amazing Customer Experience
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Deliver the best wireless experience and become the undisputed loyalty leader so customers stay longer, buy more, and tell their friends
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•
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Deploying our LTE Plus Network in more than 204 major markets across the country, including recent launches in New York City, Boston, and Philadelphia with plans for expansion in the coming months. An analysis of Nielsen Mobile Performance crowd-sourced data from January through March 2016 showed that Sprint’s LTE Plus Network continued to outperform Verizon, AT&T and T-Mobile by delivering the fastest LTE download speeds.
|
•
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Reducing operational costs in fiscal year 2015;
|
•
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Implementing a simplified organizational structure and creating a new and more engaged culture;
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•
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Improving our financial flexibility by executing several financing transactions, including several handset and network related sale and leaseback transactions;
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•
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Transforming the senior leadership team by recruiting several leaders in our industry from around the globe; and
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•
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Bringing in more than 438,000 postpaid phone customers, which represents an improvement of nearly 2 million such postpaid phone customers from the prior year.
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Named Executive Officer
|
Target Number
of Shares
Under TIA
Awards
|
|
Highest VWAP Price
During Performance
Period
|
Percentage of Earned
TIA Awards
|
Claure
|
10,000,000
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Less than $7.00
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0%
|
|
Robbiati
|
1,250,000
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7.00
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25%
|
|
Jones
|
1,250,000
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$7.50
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50%
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Solé
|
1,250,000
|
$8.00
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100%
|
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Saw
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625,000
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Greater than $10.00
|
120%
|
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Crull
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2,500,000
|
|
||
Euteneuer
|
N/A
|
|
|
|
Named Executive Officer
|
FY 2015 STIC Plan
Target Opportunity
(% of Base Salary)
|
FY 2015 STIC Plan
Target Opportunity
($)
(1)
|
Claure
|
200
|
3,000,000
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Robbiati
|
125
|
584,699
|
Jones
|
90
|
360,000
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Solé
|
90
|
359,410
|
Saw
|
75
|
380,277
|
Crull
|
100
|
800,000
|
Euteneuer
|
130
|
589,085
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(1)
|
Fiscal year 2015 STIC plan target opportunities for Messrs. Robbiati, Solé, and Euteneuer were prorated to reflect their start dates or termination date, as applicable. Mr. Crull’s target opportunity was not prorated pursuant to his employment agreement.
|
|
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Performance Metric
|
Weighting
|
Improvement in Net Promoter Score
- a measure of customers' perceptions of Sprint
|
25%
|
Corporate Gross Additions
- a measure of the new wireless subscribers we gain
|
25%
|
Corporate Churn
- a measure of how we retain existing customers
|
25%
|
Adjusted EBITDA less Handset Depreciation
- Adjusted EBITDA is further adjusted to substract the depreciation expenses due to leasing of mobile devices to customers
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25%
|
Objective
|
Fiscal Year 2015
Minimum
Thresholds
|
Fiscal Year 2015
Target
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Fiscal Year 2015
Maximum
|
Actual Results
|
Earn-out
Percentage
|
Corporate Gross Additions
|
|
|
|
|
|
Postpaid & General Business (60%)
|
6,296,000
|
6,896,000
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7,696,000
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6,379,000
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35%
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Prepaid (20%)
|
8,213,000
|
8,813,000
|
9,613,000
|
8,494,000
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60%
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Wholesale (10%)
|
5,264,000
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5,864,000
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6,664,000
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6,746,000
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76%
|
Enterprise Solutions (10%)
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272,000
|
362,000
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482,000
|
671,000
|
103%
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Corporate Gross Additions
|
|
|
|
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73%
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Adjusted EBITDA less Handset Depreciation
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$4,900 million
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$5,200 million
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$6,200 million
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$6,365 million
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200%
|
Improvement in Net Promoter Score
|
4 point
improvement
from target
date
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6 point
improvement
from target
date
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10 point
improvement
from target
date
|
1 point
improvement
from target
date
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0%
|
Corporate Churn
|
|
|
|
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150%
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Postpaid & General Business (75%)
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1.85%
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1.8%
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1.6%
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1.59%
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200%
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Prepaid (25%)
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4.61%
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4.51%
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4.11%
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5.39%
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0%
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Corporate Payout Percentage
|
|
|
|
|
100%
|
|
|
|
|
|
|
Named Executive Officer
|
FY 2015
STIC Plan
Target
Opportunity
($)
|
Business
Payout
Percentage
(%)
|
Individual
Factor
Payout
Percentage
(%)
|
Aggregate
Payout
Percentage
(%)
|
FY 2015
STIC
Plan
Payout
($)
|
Claure
|
3,000,000
|
100
|
100
|
200
|
3,000,000
|
Robbiati
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584,669
|
100
|
100
|
100
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584,699
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Jones
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360,000
|
102
|
100
|
102
|
367,199
|
Solé
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359,410
|
100
|
100
|
100
|
359,410
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Saw
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380,277
|
100
|
112.5
|
112.5
|
427,812
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Crull
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800,000
|
100
|
100
|
100
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800,000
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Euteneuer
|
589,085
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100
|
75
|
75
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441,814
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Type of Award
|
Percent of
2015 LTIC Plan
Opportunity
|
Vesting
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Time-based RSUs
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20%
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Generally cliff vest on May 20, 2018
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Performance-based RSUs (pRSUs)
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40%
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Generally vest on May 20, 2018, with earn-out allocated one-third to each of three annual performance periods (fiscal years 2015, 2016, and 2017) with vesting of each third conditioned on achievement against objectives
Earned pRSUs remain subject to a continued service-vesting requirement until the third anniversary of the grant date, thus ensuring that all earned pRSUs remain fully subject to the Company’s stock price performance for the duration of the vesting period
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Time-based stock options
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40%
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Generally vest ratably on each of May 20, 2016, 2017 and 2018
Only have value if the Company’s stock price increases from the date of grant
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Named Executive Officer
|
2015 LTIC Plan
Target Opportunity
($)
|
Robbiati
|
1,500,000
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Jones
|
1,200,000
|
Solé
|
800,000
|
Saw
|
1,150,000
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Crull
|
2,000,000
|
Euteneuer
|
3,500,000
|
|
|
Performance Metric
|
Weighting
|
Improvement in Net Promoter Score
- a measure of customers' perceptions of Sprint
|
25%
|
Corporate Gross Additions
- a measure of the new wireless subscribers we gain
|
25%
|
Corporate Churn
- a measure of how we retain existing customers
|
25%
|
Adjusted EBITDA less Handset Depreciation
- Adjusted EBITDA is further adjusted to substract the depreciation expenses due to leasing of mobile devices to customers
|
25%
|
|
|
|
|
|
Named Executive Officer
|
2015 LTIC
Plan Target
pRSUs for
FY 2015 ($)
|
2015 LTIC
Plan Target
pRSUs for
FY 2015 (#)
|
Corporate
Factor Earned
Percentage (%)
|
2015 LTIC
Plan pRSUs
Earned for
FY 2015 (#)
|
Robbiati
|
243,852
|
48,192
|
100
|
48,192
|
Jones
|
148,910
|
31,683
|
100
|
31,683
|
Solé
|
99,274
|
21,122
|
100
|
21,122
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Saw
|
142,706
|
30,363
|
100
|
30,363
|
Crull
|
245,543
|
52,805
|
100
|
52,805
|
Euteneuer
(1)
|
434,322
|
41,660
|
100
|
41,660
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(1)
|
Mr. Euteneuer’s 2015 LTIC plan target pRSUs were pro-rated effective October 31, 2015 as a result of his departure from the Company. Of his original grant of 92,409 pRSUs, 50,749 were forfeited as a result of his termination.
|
•
|
Comparing each named executive officer’s total compensation against a similar position in our peer group;
|
•
|
Understanding the impact of decisions on each individual element of compensation on total compensation for each named executive officer; and
|
•
|
Assuring that equity compensation represents a portion of each named executive officer’s total compensation that is in line with our philosophy of motivating the executives and aligning their interests with those of our stockholders.
|
|
|
Stockholder-Friendly Compensation Practices We Embrace
|
Unfavorable Compensation Practices We Avoid
|
The majority of the compensation program provided to our senior executives is performance-based compensation
|
Our severance benefits are positioned conservatively relative to market practices, with no benefit in excess of two times base salary plus annual incentive (a majority of senior new hires are receiving one times base salary plus annual incentive)
|
80% of our long-term incentive value is delivered in performance-oriented awards (i.e., stock options and performance shares); 40% is delivered in performance-vesting awards (increased from 33% in our latest fiscal year); only 20% of our long-term incentive program is delivered in time-based restricted stock (decreased from 33% in our latest fiscal year)
|
We do not provide excise tax gross-ups
|
The peer group we use in benchmarking compensation levels and practices appropriately reflects our size and industry of operations
|
We do not employ single-trigger cash severance or equity acceleration
|
We provide few entitlements or elements of non-performance-based compensation
|
We do not provide excessive perquisites to our executives
|
We maintain a clawback provision in our incentive compensation programs under which we may recover cash and equity payouts
|
We do not reprice underwater stock options without stockholder approval
|
We expect our senior executives to hold significant ownership in Sprint through meaningful stock ownership guidelines
|
|
•
|
restricted stock or RSUs, including TIAs;
|
•
|
common or preferred stock, including shares purchased through our Employee Stock Purchase Plan;
|
•
|
intrinsic value (the excess of the current stock price over a stock option’s exercise price) of vested, in-the-money stock options; and
|
•
|
share units held in our 401(k) plan and various deferred compensation plans.
|
Name and Principal
Position
|
Fiscal Year
(1)
|
Salary
($)
|
Bonus
($)
(2)
|
Stock
Awards
($)
(3)
|
Option
Awards
($)
(4)
|
Non-Equity
Incentive
Plan
Compensation
($)
(5)
|
Change in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(6)
|
All Other
Comp.
($)
(7)
|
Total
($)
|
Marcelo Claure
President and
Chief Executive
Officer
|
2015
|
1,500,000
|
-
|
22,062,521
|
-
|
3,000,000
|
-
|
402,483
|
26,965,004
|
2014
|
923,077
|
2,420,330
|
10,571,397
|
7,746,242
|
-
|
-
|
137,417
|
21,798,463
|
|
|
|
|
|
|
|
|
|
|
|
Tarek Robbiati
Chief Financial Officer
|
2015
|
446,153
|
1,034,970
|
8,815,834
|
793,000
|
584,699
|
-
|
68,443
|
11,743,099
|
Jaime Jones
Area President-South
|
2015
|
394,423
|
-
|
6,136,805
|
449,346
|
367,199
|
2,231
|
36,945
|
7,384,717
|
Roger Solé
Chief Marketing Officer
|
2015
|
309,519
|
213,153
|
5,248,184
|
299,564
|
359,410
|
-
|
90,839
|
6,520,669
|
John Saw
Chief Technology Officer
|
2015
|
493,461
|
-
|
3,312,739
|
430,623
|
427,812
|
-
|
124,981
|
4,789,616
|
Kevin Crull
Chief Marketing Officer until December 12, 2015
|
2015
|
627,692
|
500,000
|
5,513,860
|
771,340
|
800,000
|
-
|
526,843
|
8,739,735
|
Joseph Euteneuer
Former Chief Financial
Officer
|
2015
|
500,769
|
-
|
1,389,301
|
1,310,593
|
441,814
|
-
|
6,292,338
|
9,934,815
|
2014
|
775,000
|
-
|
1,881,164
|
3,595,708
|
1,946,683
|
-
|
10,400
|
8,208,955
|
|
Transition Period
|
193,750
|
-
|
-
|
-
|
-
|
-
|
19,708
|
213,458
|
|
2013
|
775,000
|
-
|
4,776,628
|
-
|
3,531,887
|
-
|
10,200
|
9,093,355
|
(1)
|
Transition Period refers to the three-month period ended March 31, 2014 as Sprint transitioned from a calendar year-end to a fiscal year-end.
|
(2)
|
For Mr. Robbiati, consists of a sign-on bonus of $375,000 and a cash payment equal to $659,970 as compensation for him resigning from his prior employer. For Mr. Solé, consists of two payments in fiscal 2015 toward his sign-on bonus of $500,000, which is payable over time, and a cash payment equal to $56,372 as compensation for him resigning from his prior employer. For Mr. Crull, consists of the portion of his sign-on bonus earned in fiscal year 2015 pursuant to his employment agreement.
|
(3)
|
For 2015, represents the aggregate value of four types of awards, as applicable, consisting of (i) pRSUs allocable to the fiscal year 2015 performance period under the 2014 LTIC plan, (ii) time-based RSUs under the 2015 LTIC plan, (iii) pRSUs allocable to the fiscal year 2015 performance period under the 2015 LTIC plan, and (iv) Turnaround Incentive Awards of RSUs (tiRSUs).
|
Name
|
2014 pRSUs
($)
|
2015 RSUs
($)
|
2015 pRSUs
($)
|
2015 tiRSUs
($)
|
Total
($)
|
Claure
|
2,462,521
|
-
|
-
|
19,600,000
|
22,062,521
|
Robbiati
|
-
|
2,996,982
|
243,852
|
5,575,000
|
8,815,834
|
Jones
|
52,027
|
223,368
|
148,910
|
5,712,500
|
6,136,805
|
Solé
|
-
|
148,910
|
99,274
|
5,000,000
|
5,248,184
|
Saw
|
99,722
|
214,061
|
142,706
|
2,856,250
|
3,312,739
|
Crull
|
-
|
368,317
|
245,543
|
4,900,000
|
5,513,860
|
Euteneuer
|
303,493
|
651,486
|
434,322
|
-
|
1,389,301
|
(4)
|
For 2015, represents the values for option awards granted in connection with the 2015 LTIC plan. The values for the 2015 LTIC plan option awards represent the grant date fair value of the options computed in accordance with FASB ASC Topic 718. See “-Note 2-Summary of Significant Accounting Policies” in Sprint’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016 for more information regarding the assumptions upon which these amounts are based.
|
(5)
|
The values shown for 2015 are the final payouts under the 2015 STIC plan.
|
|
2015 STIC Plan
($)
|
Claure
|
3,000,000
|
Robbiati
|
584,699
|
Jones
|
367,199
|
Solé
|
359,410
|
Saw
|
427,812
|
Crull
|
800,000
|
Euteneuer
|
441,814
|
(6)
|
2015 amount represents change in actuarial present value of pension benefits between 2014 and 2015 as follows:
|
|
Change in
Pension Value ($)
|
Claure
|
-
|
Robbiati
|
-
|
Jones
Sprint Retirement Pension Plan
Sprint Supplemental Executive Retirement Plan
|
1,876
355 |
Solé
|
-
|
Saw
|
-
|
Crull
|
-
|
Euteneuer
|
-
|
(7)
|
For 2015, consists of perquisites and other personal benefits and tax gross-ups during fiscal year 2015 as follows:
|
Name
|
Non-Business
Use of
Corporate
Aircraft
($)
(i)
|
Relocation
Costs
($)
(ii)
|
Tax
Gross-Ups
($)
(iii)
|
Other
Fees
($)
(iv)
|
Company
Contributions to
401(k) Plan
($)
|
Claure
|
379,428
|
-
|
-
|
12,455
|
10,600
|
Robbiati
|
-
|
63,478
|
4,965
|
-
|
0
|
Jones
|
-
|
17,567
|
8,777
|
-
|
10,600
|
Solé
|
-
|
67,153
|
16,366
|
-
|
7,320
|
Saw
|
-
|
72,144
|
42,237
|
-
|
10,600
|
Crull
|
-
|
396,659
|
130,184
|
-
|
10,600
|
Euteneuer
|
-
|
10,554
|
9,155
|
6,272,630
|
10,600
|
(i)
|
The incremental cost of non-business use of our aircraft is calculated by dividing the total variable costs (such as fuel, aircraft maintenance, engine warranty expense, contract labor expense and other trip expenses) by the total flight hours for the past twelve months and multiplying such amount by the individual’s total number of flight hours for non-business use for the year. Pursuant to his employment agreement, Mr. Claure is permitted to use up to six hours of flight time per month for personal travel on our corporate aircraft. Any unused hours are carried over to the next month. He is required to pay the full incremental cost (but not the fixed cost) in accordance with federal aviation regulations associated with personal use of the aircraft to the extent he exceeds his monthly allotted flight time (plus carryover hours). Mr. Claure is also permitted to have his family or guests accompany him on the corporate aircraft for business and personal travel.
|
(ii)
|
For Messrs. Robbiati and Solé, consists of relocation costs incurred in connection with relocation of their principal residences to the Overland Park, Kansas area in accordance with the Company’s relocation policy applicable to senior executives.
|
(iii)
|
Consists of tax gross-ups in connection with relocation of the executives’ principal residences to the Overland Park, Kansas area, or the Atlanta, Georgia area, in the case of Mr. Jones.
|
(iv)
|
The amount disclosed for Mr. Euteneuer consists of severance payments and other amounts accrued as a result termination of his employment. For more information regarding these severance payments, see “Fiscal Year 2015 Potential Payments upon Termination of Employment or Change in Control.”
|
•
|
Awards granted pursuant to our 2015 STIC plan;
|
•
|
Stock options, time-based RSUs and pRSUs granted pursuant to our 2015 LTIC plan; and
|
•
|
Turnaround Incentive Awards granted to certain of our named executive officers.
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|||||||||||
Name
|
Grant
Date
|
Committee
Action
Date
|
Award
Type
|
Threshold
($)
|
Target
($)
|
Maximum
($)
(8)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
All Other
Options
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and
Option
Awards
($)
|
Claure
|
5/05
|
5/05
|
STI
(1)
|
750,000
|
3,000,000
|
6,000,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5/05
|
5/05
|
pRSU
(2)
|
-
|
-
|
-
|
116,376
|
465,505
|
931,010
|
-
|
-
|
-
|
2,462,521
|
|
8/07
|
8/07
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
10,000,000
|
12,000,000
|
-
|
-
|
-
|
19,600,000
|
|
Robbiati
|
5/05
|
5/05
|
STI
(1)
|
146,175
|
584,699
|
1,169,398
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
12,048
|
48,192
|
96,384
|
-
|
-
|
-
|
243,852
|
|
8/31
|
8/25
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
1,250,000
|
1,500,000
|
-
|
-
|
-
|
5,575,000
|
|
8/31
|
8/25
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
592,289
|
-
|
-
|
2,996,982
|
|
8/31
|
8/25
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
300,000
|
5.06
|
793,000
|
Jones
|
5/05
|
5/05
|
STI
(1)
|
90,000
|
360,000
|
720,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
5/05
|
5/05
|
pRSU
(2)
|
-
|
-
|
-
|
2,459
|
9,835
|
19,670
|
-
|
-
|
-
|
52,057
|
|
8/28
|
8/25
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
1,250,000
|
1,500,000
|
-
|
-
|
-
|
5,712,500
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
7,921
|
31,683
|
63,366
|
-
|
-
|
-
|
148,910
|
|
5/20
|
5/20
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
47,525
|
-
|
-
|
223,368
|
|
5/20
|
5/20
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
224,299
|
4.70
|
449,346
|
Solé
|
5/05
|
5/05
|
STI
(1)
|
89,853
|
359,410
|
718,820
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
9/11
|
8/25
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
1,250,000
|
1,500,000
|
-
|
-
|
-
|
5,000,000
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
5,281
|
21,122
|
42,244
|
-
|
-
|
-
|
99,274
|
|
5/20
|
5/20
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
31,683
|
-
|
-
|
148,910
|
|
5/20
|
5/20
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
149,533
|
4.70
|
299,564
|
Saw
|
5/05
|
5/05
|
STI
(1)
|
95,069
|
380,277
|
760,554
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
5/05
|
5/05
|
pRSU
(2)
|
-
|
-
|
-
|
4,713
|
18,851
|
37,702
|
-
|
-
|
-
|
99,722
|
|
8/28
|
8/25
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
625,000
|
750,000
|
-
|
-
|
-
|
2,856,250
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
7,591
|
30,363
|
60,726
|
-
|
-
|
-
|
142,706
|
|
5/20
|
5/20
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
45,545
|
-
|
-
|
214,061
|
|
5/20
|
5/20
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
214,953
|
4.70
|
430,623
|
Crull
|
5/05
|
5/05
|
STI
(1)
|
200,000
|
800,000
|
1,600,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
8/07
|
8/07
|
tiRSU
(3)
|
-
|
-
|
-
|
-
|
2,500,000
|
3,000,000
|
-
|
-
|
-
|
4,900,000
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
13,201
|
52,805
|
105,610
|
-
|
-
|
-
|
245,543
|
|
5/31
|
5/20
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
79,208
|
-
|
-
|
368,317
|
|
5/31
|
5/20
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
373,832
|
4.65
|
771,340
|
Euteneuer
(7)
|
5/05
|
5/05
|
STI
(1)
|
147,271
|
589,085
|
1,178,170
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
5/05
|
5/05
|
pRSU
(2)
|
-
|
-
|
-
|
14,343
|
57,371
|
114,742
|
-
|
-
|
-
|
303,493
|
|
5/05
|
5/05
|
pRSU
(4)
|
-
|
-
|
-
|
23,102
|
92,409
|
184,818
|
-
|
-
|
-
|
434,322
|
|
5/20
|
5/20
|
RSU
(5)
|
-
|
-
|
-
|
-
|
-
|
-
|
138,614
|
-
|
-
|
651,486
|
|
5/20
|
5/20
|
SO
(6)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
654,206
|
4.70
|
1,310,593
|
(1)
|
STI-Represents the threshold, target and maximum estimated possible payouts for fiscal year 2015 under our 2015 STIC plan.
|
(2)
|
pRSU-Represents the fiscal year 2015 portion of a performance-based RSU award granted under our 2014 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting of any earned pRSUs generally occurs 100%, depending on achievement in the one-year performance period ending on March 31, 2016, on May 20,
|
(3)
|
TIA -Represents the estimated possible payouts for TIA awards. If the volume-weighted average price over any consecutive 150-calendar days during the June 1, 2015 through May 31, 2019 performance period is achieved, the earned tiRSUs vest 50% on the fourth anniversary of the grant date and 50% on the fifth anniversary of the grant date (May 31, 2019 and May 31, 2020 for Mr. Crull). As discussed above, in exchange for his TIA award, Mr. Claure will receive neither an increase in base salary nor an increase in short-term incentive bonus opportunity during the Initial Term, and will receive no awards under the long-term incentive plans for 2016, 2017 and 2018.
|
(4)
|
pRSU-Represents the fiscal year 2015 portion of a performance-based RSU award granted under our 2015 LTIC plan, which is subject to adjustment in accordance with the performance objectives. Vesting of any earned pRSUs generally occurs 100%, depending on achievement in the one-year performance period ending on March 31, 2016, on May 20, 2018. For Mr. Euteneuer, 50,749 of such pRSUs were forfeited as a result of his termination.
|
(5)
|
RSU-Represents a time-based RSU award granted under our 2015 LTIC plan. Vesting generally occurs 100% on May 20, 2018 (August 31, 2017 for 520,000 shares for Mr. Robbiati). For Mr. Euteneuer, 117,765 of such RSUs were forfeited as a result of his termination.
|
(6)
|
SO-Represents stock options granted under our 2015 LTIC plan. Vesting generally occurs 33
1
⁄
3
% on each of May 20, 2016, May 20, 2017 and May 20, 2018. For Mr. Euteneuer, 654,206 of such stock options were forfeited as a result of his termination.
|
(7)
|
Amounts reflect the grant date fair value, and, for awards subject to performance-based vesting conditions, based on the probable outcome of the performance conditions as of the grant date, calculated in accordance with FASB ASC Topic 718. For tiRSU awards, a Monte Carlo simulation was used, which is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for Sprint and the probability of the award being achieved at each level.
|
(8)
|
Does not reflect additional 20% achievement milestone as discussed above under “Key Fiscal Year 2015 Compensation Decisions-2015 STIC Plan”.
|
(1)
|
Market value is based on the closing price of a share of our common stock of $3.48 on March 31, 2016.
|
(2)
|
Stock options generally vest/vested 33
1
⁄
3
% on each of August 18, 2015, August 18, 2016 and August 18, 2017.
|
(3)
|
Stock options generally vest/vested 33
1
⁄
3
% on each of May 20, 2016, May 20, 2017 and May 20, 2018.
|
(4)
|
Stock options generally vest/vested 33
1
⁄
3
% on each of May 20, 2015, May 20, 2016 and May 20, 2017.
|
(5)
|
Stock options generally vest/vested 33
1
⁄
3
% on each of December 8, 2015, December 8, 2016 and December 8, 2017.
|
(6)
|
Stock options are fully vested.
|
(7)
|
For Mr. Claure, consists of 2,742,339 time-based RSUs that generally vest on August 18, 2017.
|
|
Amount
|
Jones
|
57,939
|
Saw
|
111,049
|
|
Amount
|
Robbiati
|
120,481
|
Jones
|
79,208
|
Solé
|
52,805
|
Saw
|
75,908
|
Crull
|
132,013
|
(8)
|
For the following named executive officers, consists of pRSUs that generally vest on May 20, 2017 and with respect to which the applicable performance periods have not been completed:
|
|
Amount
|
Jones
|
9,835
|
Saw
|
18,851
|
|
Amount
|
Robbiati
|
96,386
|
Jones
|
63,367
|
Solé
|
42,244
|
Saw
|
60,726
|
Crull
|
105,611
|
|
|
|
Name
|
Amount
|
Vesting Date
|
Claure
|
10,000,000
|
50% on August 7, 2019 and August 7, 2020
|
Robbiati
|
1,250,000
|
50% on August 31, 2019 and August 31, 2020
|
Jones
|
1,250,000
|
50% on August 28, 2019 and August 28, 2020
|
Solé
|
1,250,000
|
50% on September 11, 2019 and September 11, 2020
|
Saw
|
625,000
|
50% on August 28, 2019 and August 28, 2020
|
Crull
|
2,500,000
|
50% on May 31, 2019 and May 31, 2020
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
(1)
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($)
(2)
|
Claure
|
-
|
-
|
-
|
-
|
Robbiati
|
-
|
-
|
-
|
-
|
Jones
(3)
|
38,879
|
96,809
|
59,792
(3)
|
191,932
|
Solé
|
-
|
-
|
-
|
-
|
Saw
|
-
|
-
|
-
|
-
|
Crull
|
-
|
-
|
-
|
-
|
Euteneuer
|
-
|
-
|
-
|
-
|
(1)
|
Calculated based on the difference between the market price of the underlying common stock at exercise (based on the average high and low common stock price as reported on the NYSE composite on the date of exercise) and the exercise price of the stock options.
|
(2)
|
Amounts reflect the average high and low common stock price as reported on the NYSE composite of the underlying common stock on the day the stock award vested multiplied by the number of shares that vested.
|
(3)
|
Mr. Jones surrendered 19,387 shares of common stock receivable upon the vesting of his stock awards to satisfy tax withholding obligations, resulting in Mr. Jones receiving 40,405 shares of our common stock.
|
•
|
Sprint Retirement Pension Plan (“Qualified Plan”) designed to provide funded, tax-qualified defined benefits up to the limits on compensation and benefits under the Internal Revenue Code; and
|
•
|
Sprint Supplemental Executive Retirement Plan (“SERP”), which provides unfunded, non-qualified benefits in excess of the limits applicable to the Qualified Plan.
|
Name
|
Plan Name
|
Number of
Years
Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit
($)
(1)
|
Payments
During
Last
Fiscal Year
|
Claure
|
-
|
-
|
-
|
-
|
Robbiati
|
-
|
-
|
-
|
-
|
Jones
|
Qualified Plan
|
11
|
239,165
|
-
|
|
SERP
|
11
|
45,328
|
-
|
Solé
|
-
|
-
|
-
|
-
|
Saw
|
-
|
-
|
-
|
-
|
Crull
|
-
|
-
|
-
|
-
|
Euteneuer
|
-
|
-
|
-
|
-
|
(1)
|
Amounts have been measured as of March 31, 2016 and are based on a number of assumptions, including (a) a discount rate of 4.3%; (b) mortality rates based on standard actuarial tables; (c) no retirements prior to normal retirement age or withdrawals for disability or otherwise prior to retirement; and (d) a normal retirement age of 65 for all benefits.
|
•
|
the product of 1.5% and the average annual compensation for the 60 months ending on December 31, 1993, multiplied by the number of years of credited service through December 31, 1993, plus
|
•
|
the product of 1.5% and eligible compensation earned from January 1, 1994 through December 31, 2005.
|
•
|
the product of 1.5% and the average annual compensation for the 60 months ending on December 31, 1993, multiplied by the number of years of credited service through December 31, 1993, plus
|
•
|
the product of 1.5% and eligible compensation earned from January 1, 1994 through December 31, 2005.
|
Name
|
Plan Name
|
Executive
Contributions
in Last FY
($)
|
Registrant
Contributions
in Last FY
($)
|
Aggregate
Earnings
In Last FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last FYE
($)
|
Claure
|
Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
Robbiati
|
Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
Jones
|
Deferred Compensation Plan
|
-
|
-
|
1,826
|
-
|
326,848
|
Solé
|
Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
Saw
|
Deferred Compensation Plan
|
-
|
-
|
2,520
|
-
|
407,623
|
Crull
|
Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
Euteneuer
|
Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
|
RSU and pRSU awards
|
-
|
-
|
-
|
-
|
2,205,180
|
•
|
accrued salary and vacation pay; and
|
•
|
payment of any vested balances or accrued benefits under our 401(k) Plan, Sprint Corporation Deferred Compensation Plan, Qualified Plan, and SERP.
|
•
|
our material breach of his employment agreement; a reduction in salary or short-term incentive compensation target opportunity, except for across-the-board reductions; certain relocations; or, for Mr. Euteneuer only, if we had required him to stop reporting directly to the CEO, or, for Mr. Claure, a
|
•
|
in connection with a change in control:
|
•
|
a significant and adverse reduction of a named executive officer’s duties or responsibilities or organizational status;
|
•
|
the failure to provide a long-term incentive compensation opportunity comparable to other senior executives or a greater than 10% across-the-board reduction to any of base salary or short- or long-term incentive compensation opportunities;
|
•
|
reduction in the aggregate employee benefits, except for across the board reductions; or
|
•
|
our failure to obtain an agreement from a successor to assume the employment agreement or the CIC Severance Plan.
|
•
|
required to execute a release in favor of us;
|
•
|
subject to confidentiality and non-disparagement provisions on a permanent basis following the termination of their employment; and
|
•
|
for the duration of their respective payment periods, prohibited from:
|
•
|
engaging in certain employment activities with a competitor of ours;
|
•
|
soliciting our employees and certain other parties doing business with us to terminate their relationship with us; and
|
•
|
soliciting or assisting any party to undertake any action that would be reasonably likely to, or is intended to, result in a change in control or seek to control our board.
|
(1)
|
The CIC Severance Plan provides that if the payments and benefits provided to an executive under the CIC Severance Plan or any other plan or agreement would constitute an “excess parachute payment” for purposes of Section 280G of the Internal Revenue Code, the executive would either have his or her payments and benefits reduced to the highest amount that could be paid without triggering excise taxes under Section 4999 of the Internal Revenue Code; or, if greater, receive the after-tax amount of his or her payment and benefits taking into account the excise taxes and any other applicable federal, state and local taxes. Amounts do not take into account any possible reduction due to the effects of Section 280G of the Internal Revenue Code.
|
(2)
|
Includes stock options, RSUs, and pRSUs. The value of options is based on the intrinsic value of the options, which is the difference between the exercise price of the option and the market price of our shares on March 31, 2016, multiplied by the number of options, and the value of RSUs and pRSUs is based on the market value of our stock on March 31, 2016, multiplied by the number of RSUs or pRSUs, as applicable.
|
•
|
Salary-based
: for a termination outside the CIC protection period, a lump sum amount of $3,393,000, and for a termination during the CIC protection period, an amount equal to 2 times his then-current base salary;
|
•
|
STIC-based
: for a termination outside of the CIC protection period, (i) a payment equal to his STIC award for fiscal year 2015, (ii) a “capped bonus award” (as defined in his employment agreement) for the first fiscal year following termination, and (iii) a pro-rata (based on days of service) capped bonus award for the second fiscal year following termination, in each case, payable in the calendar year in which such bonus award or capped bonus award is determined; and for a termination during the CIC protection period, (i) a pro-rata payment equal to his target STIC award for fiscal year 2015, and (ii) a payment equal to 2 times his target STIC award;
|
•
|
Equity-based
: (i) immediate vesting of his initial LTIP award, subject to adjustment for achievement of applicable performance goals, as applicable, (ii) pro-rated vesting of any earned shares subject to his TIA award, based on the portion of the vesting period worked prior to termination (or, if the termination occurs during the CIC protection period, earned shares in respect of the TIA award, if any, will vest in full), and (iii) with respect to future LTIP awards, pro rata acceleration based on the portion of the vesting period worked prior to termination, subject to adjustment for achievement of applicable performance goals; and
|
•
|
Benefits
: for a termination outside of the CIC protection period, (i) continued participation at employee rates in our group health plans for the duration of the COBRA continuation period (and following such period, reimbursement for the amount of premiums in excess of employee rates for continued participation in our group health plans for the remainder of the 2 year payment period following the COBRA continuation period, if any), (ii) continued participation in our life insurance plans at employee rates for the 2 year payment period; and (iii) outplacement services in an amount not to exceed $35,000, through the period ending December 31 of the second calendar year following the year of termination; and for a termination during the CIC protection period, (i) continued participation in our group health and life plans at employee rates for the 2 year payment period, and (ii) outplacement services for the 2 year payment period in an amount not to exceed $35,000.
|
•
|
Salary-based
: An amount equal to 2 times (or 1.5 times for Messrs. Solé, Jones, and Saw) their then current base salary (payable over 2 years or 18 months, as applicable, or in a lump sum if the termination occurs during the CIC protection period);
|
•
|
STIC-based
: for a termination outside of the CIC protection period, (i) a payment equal to the STIC award for fiscal year 2015, prorated to the termination date for a March 31, 2016 termination, (ii) a “capped bonus award” (as defined in the applicable employment agreement) for the first fiscal year following termination, and (iii) a pro-rata (based on days of service) capped bonus award for the second fiscal year following termination, in each case, payable in the calendar year in which such bonus award or capped bonus award is determined; and for a termination during the CIC protection period, a pro-rata payment equal to the target STIC award for fiscal year 2015, and a payment equal to 2 times (or 1.5 times, for Messrs. Solé, Jones, and Saw) their target STIC award;
|
•
|
Equity-based
: a payment of (i) outstanding options with exercisability of such options vested through the 90th day (except for Mr. Jones, whose options would be exercisable for five years subject to the original option expiration term due to his eligibility for early retirement); and (ii) RSUs prorated to their termination date and pRSUs adjusted for performance; and
|
•
|
Benefits
: for a termination outside of the CIC protection period, (i) continued participation at employee rates in our group health plans for the duration of the COBRA continuation period, (ii) continued participation in our life insurance plans at employee rates for 2 years (or 1.5 years for Messrs. Solé, Jones, and Saw) following termination; and (iii) outplacement services in an amount not to exceed $35,000, through the period ending December 31 of the second calendar year following the year of termination; and for a termination during the CIC protection period, (i) continued participation for the applicable 2-year of 18-month payment period at employee rates in our group health and life plans, and (ii) outplacement services in an amount not to exceed $35,000, each for the duration of the 2-year of 18-month payment period.
|
•
|
Salary-based
: for all named executive officers except for Mr. Claure, continuation of their base salary for 12 months, less any benefits paid under our Long-term Disability Plan, through periodic payment with the same frequency as our payroll schedule;
|
•
|
STIC-based
: a payment of their 2015 STIC plan award prorated to the termination date and payable based on actual performance;
|
•
|
Equity-based
: outstanding options would vest in full and remain exercisable until the earlier of five years following termination and the expiration of the term of the option, outstanding RSUs and pRSUs would vest in full, with performance-based RSUs deemed vested at target levels, subject to performance adjustment for pRSUs allocated to a performance period ending on or before the separation date; and
|
•
|
Benefits
: continued participation at employee rates in our group health and life plans for 12 months.
|
Compensation Element
|
Compensation
Amount
|
|
($)
|
Annual Board Retainer
(1)
|
107,500
|
Chairman Retainer
|
N/A
|
Audit Committee Chair Retainer
|
25,000
|
Compensation Committee Chair Retainer
|
20,000
|
Security Director Retainer
(1)
|
182,500
|
Finance Committee Chair Retainer
|
N/A
|
Nominating Committee Chair Retainer
|
15,000
|
Special Committee Chair Retainer
(2)
|
15,000
|
Meeting Fees (per meeting):
|
-
|
In Person
|
2,000
|
Telephonic
|
1,000
|
Restricted Stock Units
(3)
|
Annual grant
value of 172,500
|
(1)
|
Adm. Mullen receives the Security Director Retainer in lieu of an Annual Retainer.
|
(2)
|
Includes any non-standing committee of directors established from time to time, but excludes the Vacancy Resolution Committee.
|
(3)
|
Generally, restricted stock units, or “RSUs”, representing the right to receive shares of our common stock, are granted each year on the date of the annual meeting of stockholders. Each grant generally vests in full on the earlier of the date of the subsequent annual stockholders’ meeting or the first anniversary of the date of the grant.
|
•
|
Annual cash retainer of $500,000;
|
•
|
Annual grant of $500,000 in RSUs commencing on August 6, 2013 and each year thereafter at the annual stockholders’ meeting and vesting in full on the earlier of the date of the subsequent annual stockholders’ meeting or the first anniversary of the date of the grant; and
|
•
|
Other benefits as described below.
|
Name
|
Fees Earned
or Paid in
Cash
($)
(1)
|
Stock
Awards
($)
(2)
|
All Other
Compensation
($)
(3)
|
Total
($)
|
Nikesh Arora
(4)
|
115,000
|
172,500
|
-
|
287,500
|
Robert Bennett
|
162,000
|
172,500
|
-
|
334,500
|
Gordon Bethune
|
151,000
|
172,500
|
-
|
324,500
|
Ronald Fisher
|
500,000
|
500,000
|
12,989
|
1,012,989
|
Julius Genachowski
|
95,667
|
172,500
|
2,500
|
270,667
|
Frank Ianna
(5)
|
62,250
|
-
|
-
|
62,250
|
Adm. Michael Mullen
|
183,000
|
172,500
|
16,992
|
372,492
|
Masayoshi Son
|
-
|
-
|
-
|
-
|
Sara Martinez Tucker
|
153,000
|
172,500
|
-
|
325,500
|
(1)
|
Consists of annual or special retainer fees, chairman and committee chair fees, and board and committee meeting fees.
|
(2)
|
Represents the grant date fair value of RSUs granted to our non-employee directors during fiscal year 2015. The grant date fair value is calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions used in determining the compensation cost associated with stock awards, see Note 2 of the Notes to the Consolidated Financial Statements on Form 10-K for the fiscal year ended March 31, 2016.
|
|
As of March 31, 2016, each of the non-employee directors held a stock award in the form of RSUs in the amount of 51,187, with the exception of Mr. Fisher, who held 148,368 RSUs. All such RSUs are expected to vest at the annual meeting of stockholders.
|
(3)
|
Consists solely of communications benefits under the communications benefit program described above, except for Mr. Genachowski, who received a contribution on his behalf in the amount of $2,500 pursuant to our matching gifts program described above. Please see the narrative discussion above for information about the material terms of this matching gifts program.
|
(4)
|
On June 22, 2016, Mr. Arora resigned.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent
of Class
(1)
|
SoftBank Group Corp.
|
|
|
1-9-1 Higashi-Shimbashi, Minato-ku,
|
3,346,443,454
(2)
|
83.05%
|
Tokyo, 105-7303 Japan
|
|
|
(1)
|
The ownership percentages set forth in this column are based on Sprint’s outstanding shares on June 10, 2016 plus shares of Sprint common stock issuable upon exercise of a warrant to SoftBank, dated July 10, 2013, and assumes that SoftBank continued to own the number of shares reflected in the table above on June 10, 2016.
|
(2)
|
According to Schedule 13D filed with the SEC on September 28, 2015, by SoftBank Group Corp. SoftBank is the beneficial owner of, and has sole voting power and sole dispositive power with respect to, all of the shares.
|
Name of Beneficial Owner
|
Shares
Owned
|
Shares
Covered by
Exercisable
Options and
RSUs to be
Delivered
(1)
|
Percentage of
Common Stock
|
Robert Bennett
|
81,977
|
51,187
|
*
|
Gordon Bethune
|
186,051
|
-
|
*
|
Marcelo Claure
(2)
|
5,093,480
|
983,025
|
*
|
Kevin Crull
|
-
|
124,610
|
*
|
Joseph Euteneuer
|
1,099,679
|
1,062,042
|
*
|
Ronald Fisher
|
716,228
|
-
|
*
|
Julius Genachowski
|
51,187
|
-
|
*
|
Jaime Jones
|
101,655
|
175,567
|
*
|
Adm. Michael Mullen
|
92,393
|
-
|
*
|
Tarek Robbiati
|
-
|
100,000
|
*
|
John Saw
|
-
|
235,412
|
*
|
Masayoshi Son
|
-
|
-
|
*
|
Roger Solé
|
-
|
49,844
|
*
|
Sara Martinez Tucker
|
93,825
|
-
|
*
|
Current Directors and Executive Officers as a group (20 persons)
|
7,516,705
|
2,983,525
|
*
|
(1)
|
Represents shares that may be acquired upon the exercise of stock options exercisable, and shares of stock that underlie restricted stock units to be delivered, on or within 60 days after June 10, 2016 under our equity-based incentive plans.
|
(2)
|
According to a Form 4 filed February 27, 2015, in an open market purchase, Mr. Claure acquired 5,080,000 shares of Sprint stock, all of which are currently pledged as security for a line of credit with an unrelated third-party bank.
|
Plan Category
|
Number of Securities
To be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and
Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by stockholders of common stock
|
77,942,352
|
(1)(2)
|
$4.69
|
(3)
|
132,820,958
|
(4)(5)(6)
|
Equity compensation plans not approved by stockholders of common stock
|
-
|
|
N/A
|
|
-
|
|
(1)
|
Includes
1,095,800
shares covered by options and
22,392,399
restricted stock units under the 2015 Plan,
39,553,456
shares covered by options and
14,120,829
restricted stock units under the 2007 Plan, and
93,290
shares covered by options and
25,835
restricted stock units outstanding under the 1997 Program. Also includes purchase rights to acquire
660,743
shares of common stock accrued at
March 31, 2016
under the ESPP. Under the ESPP, each eligible employee may purchase common stock at quarterly intervals at a purchase price per share equal to 95% of the market value on the last business day of the offering period.
|
(2)
|
Included in the total of
77,942,352
shares are
14,120,829
restricted stock units under the 2007 Plan, which will be counted against the 2007 Plan maximum in a 2.5 to 1 ratio.
|
(3)
|
The weighted average exercise price does not take into account the shares of common stock issuable upon vesting of restricted stock units issued under the 1997 Program, the 2007 Plan or the 2015 Plan. These restricted stock units have no exercise price. The weighted average purchase price also does not take into account the
660,743
shares of common stock issuable as a result of the purchase rights accrued under the ESPP; the purchase price of these shares was
$3.25
for each share.
|
(4)
|
Of these shares,
59,780,369
shares of common stock were available under the 2015 Plan. Through
March 31, 2016
,
167,633,354
cumulative shares came from the 2007 Plan, the 1997 Program and predecessor plans, including the Nextel Plan.
|
(5)
|
Includes
73,040,589
shares of common stock available for issuance under the ESPP after issuance of the
660,743
shares purchased in the quarter ended
March 31, 2016
offering. See note 1 above.
|
(6)
|
No new awards may be granted under the 2007 Plan or the 1997 Program.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
(1)
|
For professional services rendered for the audit of our consolidated financial statements, the audit of the effectiveness of internal control over financial reporting, the review of the consolidated financial statements, and the audits of certain subsidiaries for statutory reporting purposes.
|
(2)
|
For professional audit-related services rendered to us, generally related to other attestation services including registration statements and other offering-related services.
|
(3)
|
Included approximately $2.8 million for management advisory services and $11.8 million for amounts paid by Sprint directly related to Deloitte for work performed on behalf of the FCC pursuant to the FCC Order during fiscal year 2015. When excluding the $11.8 million of fees required to be paid to Deloitte Consulting pursuant to the arrangement described above, the non-audit fees are approximately 18 percent of the total fees received by Deloitte.
|
(4)
|
Included approximately $7.7 million for management advisory services and $14.5 million for amounts paid by Sprint directly related to Deloitte for work performed on behalf of the FCC pursuant to the FCC Order during fiscal year 2014. When excluding the $14.5 million of fees required to be paid to Deloitte Consulting pursuant to the arrangement described above, the non-audit fees are approximately 36 percent of the total fees received by Deloitte in fiscal year 2014.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
•
|
Reports of Independent Registered Public Accounting Firms
|
•
|
Successor Consolidated Balance Sheets as of March 31, 2016 and 2015
|
•
|
Successor Consolidated Statements of Operations for the years ended March 31, 2016 and 2015, three months ended March 31, 2014 and 2013 (unaudited), and year ended December 31, 2013 and Predecessor Consolidated Statements of Operations for the 191 days ended July 10, 2013, and three months ended March 31, 2013 (unaudited);
|
•
|
Successor Consolidated Statements of Comprehensive Loss for the years ended March 31, 2016 and 2015, three months ended March 31, 2014 and 2013 (unaudited), and year ended December 31, 2013 and Predecessor Consolidated Statements of Comprehensive Loss for the 191 days ended July 10, 2013, and three months ended March 31, 2013 (unaudited);
|
•
|
Successor Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015, three months ended March 31, 2014 and 2013 (unaudited), and year ended December 31, 2013 and Predecessor Consolidated Statements of Cash Flows for the 191 days ended July 10, 2013, and three months ended March 31, 2013 (unaudited);
|
•
|
Successor Consolidated Statements of Stockholders' Equity for the years ended March 31, 2016 and 2015, three months ended March 31, 2014, and year ended December 31, 2013 and Predecessor Consolidated Statements of Stockholders' Equity for the 191 days ended July 10, 2013; and
|
•
|
Notes to the Consolidated Financial Statements.
|
•
|
Independent Auditor's Report;
|
•
|
Report of Independent Registered Public Accounting Firm;
|
•
|
Consolidated Balance Sheets as of July 9, 2013 and December 31, 2012;
|
•
|
Consolidated Statements of Operations for the 190 days ended July 9, 2013 and years ended December 31, 2012 and 2011;
|
•
|
Consolidated Statements of Comprehensive Loss for the 190 days ended July 9, 2013 and years ended December 31, 2012 and 2011;
|
•
|
Consolidated Statements of Cash Flows for the 190 days ended July 9, 2013 and years ended December 31, 2012 and 2011;
|
•
|
Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the 190 days ended July 9, 2013 and years ended December 31, 2012 and 2011; and
|
•
|
Notes to the Consolidated Financial Statements.
|
SPRINT CORPORATION
(Registrant)
|
||
|
|
|
By
|
/s/ M
ARCELO
C
LAURE
|
|
|
|
Marcelo Claure
Chief Executive Officer and President
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
4.3
|
|
Second Supplemental Indenture, dated as of October 15, 2001, by and among Sprint Capital Corporation, Sprint Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)
|
|
8-K
|
|
001-04721
|
|
99
|
|
|
10/29/2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Third Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Capital Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One, N.A.)
|
|
8-K
|
|
001-04721
|
|
4.5
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
Indenture, dated as of November 20, 2006, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
First Supplemental Indenture, dated as of November 9, 2011, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Second Supplemental Indenture, dated as of November 9, 2011, by and among Sprint Nextel Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.3
|
|
|
11/9/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Third Supplemental Indenture, dated as of March 1, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
3/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Fourth Supplemental Indenture, dated as of March 1, 2012, by and among Sprint Nextel Corporation, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.2
|
|
|
3/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
Fifth Supplemental Indenture, dated as of August 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
8/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
Sixth Supplemental Indenture, dated as of November 14, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Seventh Supplemental Indenture, dated as of November 20, 2012, by and between Sprint Nextel Corporation and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.1
|
|
|
11/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Eighth Supplemental Indenture, dated as of September 11, 2013, by and among Sprint Corporation, Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
8-K
|
|
001-04721
|
|
4.4
|
|
|
9/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
Ninth Supplemental Indenture, dated as of June 26, 2014, by and between Bright PCS Holdings, Inc., Bright Personal Communications Services, LLC, Horizon Personal Communications, Inc., iPCS Equipment, Inc., iPCS Wireless, Inc., Pinsight Media+, Inc., OneLouder Apps, Inc., iPCS, Inc., Sprint Communications, Inc. and The Bank of New York Mellon Trust Company, N.A.
|
|
10-Q
|
|
001-04721
|
|
4.1
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
10.6
|
|
Amended and Restated Receivables Purchase Agreement, dated as of April 24, 2015, among Sprint Spectrum L.P., individually and as Servicer, the Sellers party thereto, the various Conduit Purchasers, Committed Purchasers, and Purchaser Agents from time to time party thereto, Mizuho Bank Ltd. as Administrative Agent and Collateral Agent and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
4/27/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Second Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2015, by and among Sprint Spectrum L.P., as servicer, certain Sprint special purpose entities, as sellers, certain commercial paper conduits and financial institutions from time to time party thereto, as purchaser agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrative agent, SMBC Nikko Securities America, Inc., as administrative agent, and Mizuho Bank, Ltd., as administrative agent and collateral agent
|
|
8-K
|
|
001-04721
|
|
10.6
|
|
|
11/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Amended and Restated Receivables Sale Agreement, dated as of April 24, 2015, between Sprint Spectrum L.P., as an Originator and as Servicer, the other Originators from time to time party thereto and the Buyers from time to time party thereto
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
4/27/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Second Amended and Restated Receivables Sale and Contribution Agreement, dated as of November 19, 2015, by and among certain Sprint subsidiaries as originators and special purpose entities
|
|
8-K
|
|
001-04721
|
|
10.7
|
|
|
11/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Amended and Restated First Step Transfer Agreement (Tranche 1), dated as of April 28, 2016, among the originators from time to time party thereto, the lessees from time to time party thereto and Sprint Spectrum L.P.
|
|
10-K
|
|
001-04721
|
|
10.10
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Amended and Restated Second Step Transfer Agreement (Tranche 1), dated as of April 28, 2016, among the lessees from time to time party thereto and Mobile Leasing Solutions, LLC
|
|
10-K
|
|
001-04721
|
|
10.11
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Amended and Restated Master Lease Agreement (Tranche 1), dated as of April 28, 2016, among Mobile Leasing Solutions, LLC, the lessees from time to time party thereto, Sprint Spectrum L.P. and Mizuho Bank, Ltd., as collateral agent
|
|
10-K
|
|
001-04721
|
|
10.12
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Amended and Restated Performance Support Agreement (Tranche 1), dated as of April 28, 2016, by Sprint Corporation in favor of Mobile Leasing Solutions, LLC
|
|
10-K
|
|
001-04721
|
|
10.13
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Amended and Restated Guaranty (Tranche 1), dated as of April 28, 2016, by Sprint Corporation in favor of Mobile Leasing Solutions, LLC
|
|
10-K
|
|
001-04721
|
|
10.14
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
Form of Sale Agreement, dated as of March 31, 2016 (effective as of April 5, 2016), by and between the lessees party thereto and the purchasers party thereto
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
4/6/2016
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
10.30
|
|
Amended Summary of 2014 Short-Term Incentive Compensation Plan
|
|
8-K/A
|
|
001-04721
|
|
|
|
10/9/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
Summary of 2014 Long-Term Incentive Plan
|
|
8-K
|
|
001-04721
|
|
|
|
10/9/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
STI and LTI Plan Information
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
8/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33
|
|
Form of Evidence of Award Agreement (awarding restricted stock units) under the 2007 Omnibus Incentive Plan to Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.20
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
Form of Evidence of Award Agreement (awarding restricted stock units) under the 2007 Omnibus Incentive Plan to Section 16 officers other than Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.21
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35
|
|
Form of Evidence of Award Agreement (awarding performance-based restricted stock units) under the 2007 Omnibus Incentive Plan to Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.22
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36
|
|
Form of Evidence of Award Agreement (awarding performance-based restricted stock units) under the 2007 Omnibus Incentive Plan to Joseph J. Euteneuer
|
|
10-Q
|
|
001-04721
|
|
10.24
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37
|
|
Form of Evidence of Award Agreement (awarding performance-based restricted stock units) under the 2007 Omnibus Incentive Plan to Section 16 officers other than Messrs. Robert L. Johnson and Joseph J. Euteneuer
|
|
10-Q
|
|
001-04721
|
|
10.23
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38
|
|
Form of Award Agreement (awarding performance-based restricted stock units) under the 2014 Long-Term Incentive Plan to Joseph J. Euteneuer
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39
|
|
Form of Award Agreement (awarding performance-based restricted stock units) under the 2014 Long-Term Incentive Plan to Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.5
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
Form of Award Agreement (awarding performance-based restricted stock units) under the 2014 Long-Term Incentive Plan to executive officers other than Messrs. Euteneuer and Johnson and Section 16 officers
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
Form of Award Agreement (awarding performance-based restricted stock units) under the 2014 Long-Term Incentive Plan to Section 16 officers other than Messrs. Euteneuer and Johnson
|
|
10-Q
|
|
001-04721
|
|
10.7
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
Form of Award Agreement (awarding restricted stock units) under the 2014 Long-Term Incentive Plan to Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.8
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
Form of Award Agreement (awarding restricted stock units) under the 2014 Long-Term Incentive Plan to all executive officers other than Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.9
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44
|
|
Form of Award Agreement (awarding stock options) under the 2014 Long-Term Incentive Plan to Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.10
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
10.45
|
|
Form of Award Agreement (awarding stock options) under the 2014 Long-Term Incentive Plan for executive officers with Sprint employment agreements
|
|
10-Q
|
|
001-04721
|
|
10.11
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46
|
|
Form of Award Agreement (awarding stock options) under the 2014 Long-Term Incentive Plan to executive officers other than those with Sprint employment agreements and Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.12
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
Form of Turnaround Incentive Award Agreement (awarding restricted stock units) under the 2015 Omnibus Incentive Plan for certain executive officers in exchange for reduced long-term incentive opportunities
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48
|
|
Form of Turnaround Incentive Award Agreement (awarding restricted stock units) under the 2015 Omnibus Incentive Plan for certain executive officers
|
|
10-Q
|
|
001-04721
|
|
10.7
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.49
|
|
Form of Award Agreement (awarding stock options) under the 2015 Omnibus Incentive Plan to executive officers other than those with Sprint employment agreements and Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.8
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.50
|
|
Form of Award Agreement (awarding restricted stock units) under the 2015 Omnibus Incentive Plan to executive officers other than Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.9
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
Form of Award Agreement (awarding performance-based restricted stock units) under the 2015 Omnibus Incentive Plan to executive officers other than Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.10
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.52
|
|
Form of Stock Option Agreement under the Stock Option Exchange Program (for certain Nextel Communication Inc. employees)
|
|
Sch. TO-I
|
|
005-41991
|
|
d(2)
|
|
|
5/17/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.53
|
|
Form of Stock Option Agreement under the Stock Option Exchange Program (for all other employees other than those with Nextel employment agreements)
|
|
Sch. TO-I/A
|
|
005-41991
|
|
d(3)
|
|
|
5/21/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.54
|
|
Amended and Restated Employment Agreement, effective as of August 11, 2015, by and between Sprint Corporation and Raul Marcelo Claure
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
8/11/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.55
|
|
Employment Agreement, executed December 20, 2010, effective April 4, 2011, by and between Joseph J. Euteneuer and Sprint Nextel Corporation
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
12/21/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.56
|
|
First Amendment to Employment Agreement, dated November 20, 2012, by and between Sprint Nextel Corporation and Joseph J. Euteneuer
|
|
8-K
|
|
001-04721
|
|
10.3
|
|
|
11/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.57
|
|
Second Amendment to Employment Agreement, dated November 11, 2013, by and between Joseph J. Euteneuer and Sprint Communications, Inc.
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
11/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.58
|
|
Third Amendment to Employment Agreement, dated November 14, 2014, between Sprint Communications, Inc. and Joseph J. Euteneuer
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
2/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
10.59
|
|
Fourth Amendment to Employment Agreement, effective November 6, 2015, by and between Sprint Nextel Corporation, now known as Sprint Communications, Inc., and Joseph Euteneuer
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
11/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.60
|
|
Amended and Restated Employment Agreement, effective December 31, 2008, by and between Robert L. Johnson and Sprint Nextel Corporation
|
|
10-K
|
|
001-04721
|
|
10.26.1
|
|
|
2/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.61
|
|
Compensatory Agreement, dated June 11, 2008, by and between Robert L. Johnson and Sprint Nextel Corporation
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/6/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.62
|
|
Letter, dated May 24, 2010, to Robert L. Johnson regarding the Sprint Nextel Corporation Relocation Program
|
|
10-Q
|
|
001-04721
|
|
10.1
|
|
|
8/5/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.63
|
|
Letter Agreement, dated November 12, 2014, between Sprint Corporation and Robert L. Johnson
|
|
10-Q
|
|
001-04721
|
|
10.5
|
|
|
2/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.64
|
|
Amended and Restated Employment Agreement, effective December 31, 2008, by and between Charles R. Wunsch and Sprint Nextel Corporation
|
|
10-K
|
|
001-04721
|
|
10.29
|
|
|
2/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.65
|
|
First Amendment to Amended and Restated Employment Agreement, effective November 6, 2012, by and between Sprint Nextel Corporation and Charles R. Wunsch
|
|
10-K
|
|
001-04721
|
|
10.43.2
|
|
|
2/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.66
|
|
Employment Agreement, effective September 6, 2013 by and between Sprint Corporation and Brandon Dow Draper
|
|
10-Q
|
|
001-04721
|
|
10.25
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.67
|
|
Brandon Dow Draper Sign-On Award of Restricted Stock Units
|
|
10-Q
|
|
001-04721
|
|
10.26
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.68
|
|
First Amendment to Employment Agreement, dated February 21, 2014, by and between Sprint Corporation and Brandon Dow Draper
|
|
10-KT
|
|
001-04721
|
|
10.78
|
|
|
5/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.69
|
|
Employment Agreement, dated January 2, 2016, by and between Sprint Corporation and Jorge Gracia
|
|
10-Q
|
|
001-04721
|
|
10.12
|
|
|
2/4/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.70
|
|
Employment Agreement, dated April 1, 2016, by and between Sprint Corporation and Robert Hackl
|
|
10-K
|
|
001-04721
|
|
10.76
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.71
|
|
Employment Agreement, effective May 20, 2014, by and between Sprint Corporation and John C. Saw
|
|
10-Q
|
|
001-04721
|
|
10.1
|
|
|
8/8/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.72
|
|
First Amendment to Employment Agreement, effective October 20, 2014, by and between Sprint Corporation and John C. Saw
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
11/6/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.73
|
|
Second Amendment to Employment Agreement, effective July 27, 2015, by and between Sprint Corporation and John C. Saw
|
|
10-Q
|
|
001-04721
|
|
10.1
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.74
|
|
Amended and Restated Employment Agreement, effective December 31, 2008, by and between Sprint Nextel Corporation and Jaime A. Jones
|
|
10-K
|
|
001-04721
|
|
10.68
|
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
10.75
|
|
First Amendment to Amended and Restated Employment Agreement, effective December 13, 2012, by and between Sprint Nextel Corporation and Jaime A. Jones
|
|
10-K
|
|
001-04721
|
|
10.69
|
|
|
5/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.76
|
|
Second Amendment to Amended and Restated Employment Agreement, effective December 13, 2012, by and between Sprint Nextel Corporation and Jaime A. Jones
|
|
10-K
|
|
001-04721
|
|
10.76
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.77
|
|
Employment Agreement, effective August 3, 2015, by and between Sprint Corporation and Guenther Ottendorfer
|
|
10-Q
|
|
001-04721
|
|
10.2
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.78
|
|
Employment Agreement, dated August 2, 2015, by and between Sprint Corporation and Tarek Robbiati
|
|
8-K
|
|
001-04721
|
|
10.1
|
|
|
8/3/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.79
|
|
Amended and Restated Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated December 31, 2008, by and between Sprint Nextel Corporation and Paul W. Schieber
|
|
10-K
|
|
001-04721
|
|
10.80
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.80
|
|
First Amendment to Amended and Restated Agreement Regarding Special Compensation and Post Employment Restrictive Covenants, dated December 11, 2012, by and between Sprint Nextel Corporation and Paul W. Schieber
|
|
10-K
|
|
001-04721
|
|
10.81
|
|
|
2/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.81
|
|
Employment Agreement, dated September 27, 2012 and effective as of January 2, 2013, by and between Sprint Nextel Corporation and Michael Schwartz
|
|
10-K
|
|
001-04721
|
|
10.48.1
|
|
|
2/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.82
|
|
First Amendment to Employment Agreement, dated December 10, 2012, by and between Sprint Nextel Corporation and Michael Schwartz
|
|
10-K
|
|
001-04721
|
|
10.48.2
|
|
|
2/28/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.83
|
|
Second Amendment to Employment Agreement, dated November 12, 2014, between Sprint Communications, Inc. and Michael Schwartz
|
|
10-Q
|
|
001-04721
|
|
10.6
|
|
|
2/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.84
|
|
Employment Agreement, dated May 1, 2015, by and between Sprint Corporation and Roger Sole Rafols
|
|
10-Q
|
|
001-04721
|
|
10.11
|
|
|
2/4/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.85
|
|
Employment Agreement, dated May 31, 2015, by and between Sprint Corporation and Kevin Crull
|
|
10-Q
|
|
001-04721
|
|
10.3
|
|
|
8/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.86
|
|
Sprint Corporation 2007 Omnibus Incentive Plan
|
|
8-K
|
|
001-04721
|
|
10.2
|
|
|
9/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.87
|
|
Sprint Corporation 2015 Omnibus Incentive Plan
|
|
10-Q
|
|
001-04721
|
|
10.4
|
|
|
11/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.88
|
|
Sprint Corporation Change in Control Severance Plan
|
|
10-K
|
|
001-04721
|
|
10.88
|
|
|
5/17/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.89
|
|
Sprint Corporation Deferred Compensation Plan, as amended and restated effective September 26, 2014
|
|
10-Q
|
|
001-04721
|
|
10.2
|
|
|
11/6/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.90
|
|
Executive Deferred Compensation Plan, as amended and restated effective January 1, 2008
|
|
10-K
|
|
001-04721
|
|
10.35
|
|
|
2/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.91
|
|
Summary of Director Compensation Programs
|
|
10-Q
|
|
001-04721
|
|
10.19
|
|
|
11/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.92
|
|
Director's Deferred Fee Plan, as amended and restated effective January 1, 2008
|
|
10-K
|
|
001-04721
|
|
10.37
|
|
|
2/27/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Incorporated by Reference
|
|
Filed/Furnished
Herewith
|
|||||
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|||||||
|
|||||||||||||
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
**
|
|
32.3
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
***
|
|
32.4
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
***
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(101) Formatted in XBRL (Extensible Business Reporting Language)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
**
|
*
|
Schedules and/or exhibits not filed will be furnished to the SEC upon request, pursuant to item 601(b)(2) of Regulation S-K.
|
**
|
Previously filed or furnished, as required, with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on May 17, 2016.
|
***
|
Filed or furnished, as required, herewith.
|
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