8-K
T-Mobile US, Inc. (TMUS)
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): June 12, 2024
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-33409 | 20-0836269 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 12920 SE 38th Street<br> <br>Bellevue, Washington | 98006-1350 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 378-4000
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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | TMUS | The NASDAQ Stock Market LLC |
| 3.550% Senior Notes due 2029 | TMUS29 | The NASDAQ Stock Market LLC |
| 3.700% Senior Notes due 2032 | TMUS32 | The NASDAQ Stock Market LLC |
| 3.850% Senior Notes due 2036 | TMUS36 | The NASDAQ Stock Market LLC |
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.
On June 12, 2024, T-Mobile US, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following two proposals were presented, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”):
| (1) | Elect 14 director nominees named in the Proxy Statement to the Board of Directors of the Company; and |
|---|---|
| (2) | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
| --- | --- |
Proposal 1 – Election of Directors.
The following 14 director nominees were elected as directors, each to hold office until the Company’s 2025 Annual Meeting of Stockholders, or until his/her successor is elected and qualified, by the votes set forth below:
| Director Nominee | For | Withhold | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| André Almeida | 966,567,742 | 124,695,081 | 42,441,710 | |||
| Marcelo Claure | 954,571,149 | 136,691,674 | 42,441,710 | |||
| Srikant M. Datar | 1,071,460,290 | 19,802,533 | 42,441,710 | |||
| Srinivasan Gopalan | 896,582,271 | 194,680,552 | 42,441,710 | |||
| Timotheus Höttges | 965,103,992 | 126,158,831 | 42,441,710 | |||
| Christian P. Illek | 905,827,946 | 185,434,877 | 42,441,710 | |||
| James J. Kavanaugh | 1,077,166,503 | 14,096,320 | 42,441,710 | |||
| Raphael Kübler | 905,052,880 | 186,209,943 | 42,441,710 | |||
| Thorsten Langheim | 971,579,014 | 119,683,809 | 42,441,710 | |||
| Dominique Leroy | 904,995,451 | 186,267,372 | 42,441,710 | |||
| Letitia A. Long | 1,017,413,760 | 73,849,063 | 42,441,710 | |||
| G. Michael Sievert | 1,002,338,459 | 88,924,364 | 42,441,710 | |||
| Teresa A. Taylor | 977,424,761 | 113,838,062 | 42,441,710 | |||
| Kelvin R. Westbrook | 1,066,013,374 | 25,249,449 | 42,441,710 |
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 was ratified by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 1,131,604,351 | 1,201,752 | 898,430 | — |
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.
| T-MOBILE US, INC. | |
|---|---|
| June 14, 2024 | /s/ Peter Osvaldik |
| Peter Osvaldik | |
| Executive Vice President and Chief Financial Officer |