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    SEC Form 8-K filed by T-Mobile US Inc.

    6/10/25 4:30:17 PM ET
    $TMUS
    Telecommunications Equipment
    Telecommunications
    Get the next $TMUS alert in real time by email
    8-K
    false 0001283699 0001283699 2025-06-06 2025-06-06 0001283699 tmus:CommonStockParValue0.00001PerShareMember 2025-06-06 2025-06-06 0001283699 tmus:A3.550SeniorNotesDue2029Member 2025-06-06 2025-06-06 0001283699 tmus:A3.700SeniorNotesDue2032Member 2025-06-06 2025-06-06 0001283699 tmus:A3.150SeniorNotesDue2032Member 2025-06-06 2025-06-06 0001283699 tmus:A3.850SeniorNotesDue2036Member 2025-06-06 2025-06-06 0001283699 tmus:A3.500SeniorNotesDue2037Member 2025-06-06 2025-06-06 0001283699 tmus:A3.800SeniorNotesDue2045Member 2025-06-06 2025-06-06
     
     

    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 6, 2025

     

     

     

    LOGO

    T-MOBILE US, INC.

    (Exact Name of Registrant as Specified in Charter)

     

     

     

    Delaware   1-33409   20-0836269

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    12920 SE 38th Street

    Bellevue, Washington

      98006-1350
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (425) 378-4000

    (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(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.00001 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
    3.150% Senior Notes due 2032   TMUS32A   The NASDAQ Stock Market LLC
    3.850% Senior Notes due 2036   TMUS36   The NASDAQ Stock Market LLC
    3.500% Senior Notes due 2037   TMUS37   The NASDAQ Stock Market LLC
    3.800% Senior Notes due 2045   TMUS45   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 6, 2025, 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 18, 2025 (the “Proxy Statement”):

     

    (1)

    Elect 13 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, 2025.

    Proposal 1 – Election of Directors.

    The following 13 director nominees were elected as directors, each to hold office until the Company’s 2026 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

         894,014,888        157,794,266        36,259,168  

    Marcelo Claure

         1,016,621,432        35,187,722        36,259,168  

    Thomas Dannenfeldt

         1,019,075,107        32,734,047        36,259,168  

    Srikant M. Datar

         1,021,289,130        30,520,024        36,259,168  

    Timotheus Höttges

         928,568,247        123,240,907        36,259,168  

    Christian P. Illek

         907,627,440        144,181,714        36,259,168  

    James J. Kavanaugh

         1,018,650,236        33,158,918        36,259,168  

    Raphael Kübler

         900,911,249        150,897,905        36,259,168  

    Thorsten Langheim

         934,362,152        117,447,002        36,259,168  

    Dominique Leroy

         899,347,017        152,462,137        36,259,168  

    Letitia A. Long

         1,021,824,878        29,984,276        36,259,168  

    G. Michael Sievert

         955,017,810        96,791,344        36,259,168  

    Teresa A. Taylor

         985,707,770        66,101,384        36,259,168  

    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, 2025 was ratified by the votes set forth below:

     

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    1,086,139,654   1,044,559   884,109   — 

     


    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 10, 2025      

    /s/ Peter Osvaldik

     

          Name: Peter Osvaldik
    Title:   Executive Vice President and Chief Financial Officer
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