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): December 8, 2021
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2021, Telephone and Data Systems, Inc. (TDS) issued a press release disclosing that Peter L. Sereda will retire as Executive Vice President and Chief Financial Officer, effective in May 2022. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Also as disclosed in the press release, TDS announced that Vicki L. Villacrez will succeed Mr. Sereda as Executive Vice President and Chief Financial Officer of TDS effective in May 2022. In such capacity, Ms. Villacrez will serve as TDS' principal financial officer.
Ms. Villacrez, age 59, will serve in such capacity for a term commencing in May 2022, until her successor is elected and qualifies.
Ms. Villacrez is currently Senior Vice President - Finance and Chief Financial Officer of TDS' wholly-owned subsidiary TDS Telecommunications LLC, a position she has held since 2012.
Further information with respect to Ms. Villacrez's background and experience, is incorporated by reference herein from the press release attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibits |
|---|---|
| 99.1 | Press Release dated December 9, 2021 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: | December 9, 2021 | By: | /s/ Peter L. Sereda |
| Peter L. Sereda | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
TDS announces plans for CFO transitions
Vicki Villacrez to TDS CFO; Michelle Brukwicki to TDS Telecom CFO; Peter Sereda to retire
CHICAGO, December 9, 2021 -- Telephone and Data Systems, Inc. (NYSE: TDS) today announced a series of planned finance leadership transitions expected to take place through May 2022. Peter L. Sereda, currently Executive Vice President and Chief Financial Officer of TDS plans to retire in May 2022 and will be replaced by Vicki L. Villacrez, currently Senior Vice President – Finance and Chief Financial Officer of TDS Telecom, a wholly-owned subsidiary of TDS. Replacing Ms. Villacrez as Chief Financial Officer of TDS Telecom will be Michelle M. Brukwicki, currently Vice President – Financial Analysis and Strategic Planning at TDS.
“TDS has an effective succession planning process, and this orderly transition at these important leadership positions is evidence of this long-term effort,” said LeRoy T. Carlson, Jr., President and Chief Executive Officer of TDS. “Vicki Villacrez has been instrumental in driving the successful transformation at TDS Telecom, as it has executed on its broadband strategy and significantly expanded the fiber deployment program. We look forward to her contributions leading the finance teams across the TDS Enterprise. Michelle Brukwicki brings an exceptional background in strategic planning, analysis, and accounting to her new role leading the finance organization at TDS Telecom, and I am confident she will excel in her new position.”
“I sincerely thank Peter Sereda for his most meaningful contributions to the TDS Enterprise for the last 23 years, as Treasurer and then Chief Financial Officer. His steady leadership over TDS’ capital structure, finance, and accounting has positioned the company to soundly finance our business and our growth projects for years to come.”
Villacrez was named Vice President – Finance and CFO at TDS Telecom in May of 2012 and was promoted to Senior Vice President in 2017. She has been with the company for three decades, having first joined parent company TDS, Inc. in 1989, serving as an internal auditor. Before moving into her current role, she held multiple leadership positions with growing responsibility across finance.
Villacrez works with numerous stakeholders, including the TDS Board of Directors, Audit Committee, investors, buy and sell analysts, news/industry reporters, and rating agencies.
Villacrez earned a Bachelor of Science in Accounting from Upper Iowa University and a Master of Business Administration from Edgewood College in Madison, Wisconsin. She is also a certified public accountant.
Michelle Brukwicki became Vice President – Financial Analysis and Strategic Planning at TDS in 2017. She leads the enterprise-wide strategic planning, budgeting, and forecasting process for TDS and its business units.
Brukwicki joined TDS in 2007. Prior to her current position, she most recently served as Director of Accounting for TDS Telecom. She previously held increasingly responsible management roles within the organization in accounting and financial reporting, cash accounting, and accounting policy.
A CPA, Brukwicki received a Bachelor of Business Administration and a Master of Business Administration from the University of Wisconsin – Madison.
About TDS
Telephone and Data Systems, Inc. (TDS), a Fortune 1000® company, provides wireless; broadband, video and voice; and hosted and managed services to approximately 6 million connections nationwide through its businesses, UScellular, TDS Telecom, and OneNeck IT Solutions. Founded in 1969 and headquartered in Chicago, TDS employed approximately 8,900 associates as of September 30, 2021.
For more information about TDS and its subsidiaries, visit:
TDS: www.tdsinc.com
UScellular: www.uscellular.com
TDS Telecom: www.tdstelecom.com
OneNeck IT Solutions: www.oneneck.com
Investor Relations Contact:
Jane McCahon: Jane.McCahon@tdsinc.com
Julie Mathews: Julie.Mathews@tdsinc.com