Sprint Filings

Among the 56 Sherlock Holmes stories written by Sir Arthur Conan Doyle one in particular, Silver Blaze, has caught my attention. In the story, a prize race horse is stolen in the night and the lack of the dog barking the night the horse was stolen led Holmes to deduce that the culprit was not a stranger but someone that the dog knew and knew well.

How is this relevant to Sprint? Simple. The lack of information regarding Kathy Walker's severance in the latest proxy filing is, by its very absence, quite telling. So, what does it tell us? To me, it says that Sprint is trying to hide her full severance package. Let me explain...

What is a proxy filing (SEC form 14A)?
A proxy statement is a document which is intended to provide security holders (i.e. shareholders) with the information necessary to enable them to vote in an informed manner on matters intended to be acted upon at meetings, whether the traditional annual meeting or a special meeting. Typically, a security holder is also provided with a "proxy" to authorize designated persons to vote his or her securities in the event the holder does not attend the meeting. It also, legally, must contain information about top officers and their compensation. That is why you see information regarding Dan Hesse's, Bob Brust's, and Steve Elfman's compensation, among others.

So, why isn't Kathy Walker included?
As best as I can tell, Ms. Walker, who was Chief Information and Network Officer is more than qualified to be labeled as an Executive Officer. And, in fact, she was labeled as such on Sprint's 2008 proxy filing. So, why the change from 2008 to 2009? At this time, I can't say for absolute certainty why she was not included. But, what can I say is this: Sprint's 2009 proxy filing was filed on March 30, 2009. Ms. Walker's "termination without cause" was announced on January 23rd, 2009. However, her termination was not effective until March 31st.

So, 1 day after the proxy filing was, officially, Ms. Walker's last day worked. Is this not highly coincidental? If she had been terminated on the day of the announcement, would Sprint have been legally required to include her severance package? I'm not a lawyer (but I did stay a Holiday Inn Express once) but I believe (but am not positive) Sprint would've had to have included her severance package.

Oh, and there is one other slightly curious fact. According to SEC filings, about one month before her termination, Ms. Walker agreed into an amended contract with Sprint. You can view the announcement here. Why would the Board change her contract if her she were to possibly be terminated soon? What were the changes to her contract? I haven't been able to find that information.

Either way, the fact that Ms. Walker is missing from the proxy filing is telling by its very omission. We already have the data for 9 current and former Executives in the 2009 filing so why exclude her? Shareholders have the right to review this data and it's time Sprint made it publicly available.