8-K
TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
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): May 18, 2023
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14157 | 36-2669023 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
(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:
| ☐ | 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)) | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
| Common Shares, $.01 par value | TDS | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrU | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company | | --- | --- || ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | --- | --- |
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Telephone and Data Systems, Inc. (TDS) on May 18, 2023, the following number of votes were cast for the matters indicated. The following voting results are final.
1.Election of Directors.
The following directors received the following votes and were elected:
a. For the election of eight Directors of TDS by the holders of Series A Common Shares:
| Nominee | For | Withhold | Broker Non-vote |
|---|---|---|---|
| James W. Butman | 74,014,596 | — | 980 |
| LeRoy T. Carlson, Jr. | 74,014,596 | — | 980 |
| Letitia G. Carlson, M.D. | 74,014,596 | — | 980 |
| Prudence E. Carlson | 74,014,596 | — | 980 |
| Walter C. D. Carlson | 74,014,596 | — | 980 |
| Kimberly D. Dixon | 74,014,596 | — | 980 |
| Christopher D. O'Leary | 74,014,596 | — | 980 |
| Laurent C. Therivel | 74,014,596 | — | 980 |
b. For the election of four Directors of TDS by the holders of Common Shares:
| Nominee | For | Withhold | Broker Non-vote |
|---|---|---|---|
| Clarence A. Davis | 87,275,473 | 4,198,568 | 4,886,073 |
| George W. Off | 47,062,989 | 44,411,052 | 4,886,073 |
| Wade Oosterman | 83,793,740 | 7,680,302 | 4,886,073 |
| Dirk S. Woessner | 84,909,898 | 6,564,144 | 4,886,073 |
2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2023.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote |
|---|---|---|---|
| 124,512,216 | 1,237,876 | 49,795 | — |
3.Proposal to approve the TDS Compensation Plan for Non-Employee Directors, which includes approval of 500,000 TDS Common Shares for issuance under the plan.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote |
|---|---|---|---|
| 119,251,975 | 3,871,185 | 49,951 | 2,626,775 |
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 5, 2023 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote |
|---|---|---|---|
| 115,575,482 | 7,482,880 | 114,749 | 2,626,775 |
5.Advisory vote on the frequency of Say-on-Pay votes.
The proposal received the following votes, with the following choice receiving a plurality of the votes: every "1 year":
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-vote |
|---|---|---|---|---|
| 119,306,362 | 15,664 | 3,822,314 | 28,770 | 2,626,775 |
TDS considered the votes set forth above and other factors, and determined that it will hold future advisory votes on the compensation of our named executive officers on an annual basis.
6.Shareholder Proposal to recapitalize TDS' outstanding stock to have an equal vote per share.
The proposal received the following votes and was defeated:
| For | Against | Abstain | Broker Non-vote |
|---|---|---|---|
| 40,774,360 | 82,218,521 | 180,231 | 2,626,775 |
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.
| TELEPHONE AND DATA SYSTEMS, INC. | |||
|---|---|---|---|
| Date: | May 19, 2023 | By: | /s/ Vicki L. Villacrez |
| Vicki L. Villacrez | |||
| Executive Vice President and Chief Financial Officer |