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Nortel Networks 8-K 2005
UNITED STATES 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) May 30, 2005 NORTEL NETWORKS CORPORATION (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code 905-863-0000
(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 (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement On May 30, 2005, the joint leadership resources committee of the boards of directors of the registrant and Nortel Networks Limited (NNL) approved, and recommended to the boards of directors of the registrant and NNL for approval, the corporate performance objectives for 2005 under the Nortel Networks Limited Success Incentive Plan. The corporate performance objectives for 2005 are revenue, management operating earnings before taxes, cash flow, financial accountability and certain leadership qualitative performance objectives: leadership in ethics and integrity and revenue from new business. The financial accountability objective, which was originally recommended by management and approved by the joint leadership resources committee and the boards of directors of the registrant and NNL in June 2004, now includes, among other things: (i) Progress on SAP implementation; (ii) Sarbanes Oxley Compliance; and (iii) addressing remediation items identified in the Summary of Findings and of Recommended Remedial Measures of the Independent Review submitted to the audit committees of the boards of directors of the registrant and NNL by Wilmer Cutler Pickering Hale and Dorr LLP. The financial accountability metric only applies to the Vice-Chairman and Chief Executive Officer and the President and Chief Operating Officer and their direct reports.
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.
Dated: June 3, 2005
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