Telephone and Data Systems Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$TDS
Telecommunications Equipment
Telecommunications
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 22, 2024
(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (312) 630-1900
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Shareholders of Telephone and Data Systems, Inc. (TDS) held on May 22, 2024, based on the below voting results, the shareholders of TDS approved an amendment (the Amendment) to the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan (the 2022 Incentive Plan).
The Amendment increases the number of Common Shares reserved for issuance under the 2022 Incentive Plan by 7 million Common Shares to 12 million Common Shares. The Amendment does not modify the 2022 Incentive Plan except to increase the Common Shares reserved for issuance.
Other terms of the 2022 Incentive Plan, including material terms of performance goals under such plan, are set forth under Proposal 3 of the TDS definitive proxy statement dated April 19, 2024, as filed with the SEC on Schedule 14A on April 19, 2024, which are incorporated by reference herein.
The foregoing description is qualified in its entirety by reference to the 2022 Incentive Plan and the Amendment to the 2022 Incentive Plan, which are included as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders on May 22, 2024, 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 seven Directors of TDS by the holders of Series A Common Shares:
| Nominee | For | Withhold | Broker Non-vote | ||||||||
| James W. Butman | 75,294,428 | 31,372 | 20,040 | ||||||||
| LeRoy T. Carlson, Jr. | 75,296,200 | 29,600 | 20,040 | ||||||||
| Letitia G. Carlson, M.D. | 75,296,200 | 29,600 | 20,040 | ||||||||
| Prudence E. Carlson | 75,296,200 | 29,600 | 20,040 | ||||||||
| Walter C. D. Carlson | 75,296,200 | 29,600 | 20,040 | ||||||||
| Christopher D. O'Leary | 75,325,800 | — | 20,040 | ||||||||
| Vicki L. Villacrez | 75,294,428 | 31,372 | 20,040 | ||||||||
b. For the election of four Directors of TDS by the holders of Common Shares:
| Nominee | For | Withhold | Broker Non-vote | ||||||||
| Kimberly D. Dixon | 82,173,822 | 4,933,071 | 5,932,727 | ||||||||
| George W. Off | 38,550,999 | 48,555,894 | 5,932,727 | ||||||||
| Wade Oosterman | 82,710,860 | 4,396,033 | 5,932,727 | ||||||||
| Dirk S. Woessner | 82,645,786 | 4,461,107 | 5,932,727 | ||||||||
2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2024.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 124,894,185 | 1,163,391 | 27,421 | — | ||||||||
3.Proposal to approve an amendment to the TDS 2022 Long-Term Incentive Plan to authorize an additional 7 million Common Shares available for issuance under the plan.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 110,395,184 | 12,329,066 | 105,294 | 3,255,453 | ||||||||
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 19, 2024 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 94,130,871 | 28,587,228 | 111,445 | 3,255,453 | ||||||||
5.The shareholder proposal to recapitalize TDS' outstanding stock to have an equal vote per share was not voted on because it was not properly presented at the meeting, as neither the shareholder proponent nor their designee was in attendance.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit Number | Description of Exhibits | |||||||
| 10.1 | ||||||||
| 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: | May 23, 2024 | By: | /s/ Vicki L. Villacrez | ||||||||
| Vicki L. Villacrez | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||