UNITED STATES CELLULAR CORPORATION (NYSE:USM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements for Certain Officers.
This Current Report on Form 8-K is being filed by United States
Cellular Corporation (U.S. Cellular) to, among other things,
provide information regarding the appointment of a principal
operating officer as specified in paragraph (c) of Item 5.02 of
Form 8-K.
On May 23, 2017, the U.S. Cellular board of directors appointed
Jay M. Ellison as Executive Vice President and Chief Operating
Officer of U.S. Cellular effective May 23, 2017, to hold such
office until his successor is chosen and shall qualify or until
his earlier resignation or removal. Prior to such appointment,
Mr. Ellison had been the Executive Vice President Operations of
U.S. Cellular.
Except as modified above, the information required by Item
401(b), (d), (e) and Item 404(a) of Regulation S-K is hereby
incorporated by reference to U.S. Cellulars Notice of 2017 Annual
Meeting of Shareholders and 2017 Proxy Statement dated April 11,
2017.
In connection with the foregoing, U.S. Cellular did not enter
into any material plan, contract or arrangement or a material
amendment thereof, or make any grant or award or any modification
of any grant or award.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders on May 23, 2017, the
following number of votes were cast for the matters indicated.
The following voting results are final. A copy of the transcript
of the annual meeting and the President and Chief Executive
Officers presentation is available on U.S. Cellulars website at
www.uscellular.com.
- Election of Directors:
The following directors received the following votes and were
elected:
- For the election of four Directors of U.S. Cellular by the
holders of Common Shares:
|
Nominee |
For |
Withhold |
Broker Non-vote |
|
|
J. Samuel Crowley |
50,019,453 |
308,557 |
961,809 |
|
|
Harry J. Harczak, Jr. |
49,988,279 |
339,731 |
961,809 |
|
|
Gregory P. Josefowicz |
50,055,401 |
272,609 |
961,809 |
|
|
Cecelia D. Stewart |
50,037,077 |
290,933 |
961,809 |
- For the election of nine Directors of U.S. Cellular by the
holder of Series A Common Shares:
|
Nominee |
For |
Withhold |
Broker Non-vote |
|
|
James Barr III |
330,058,770 |
– |
– |
|
|
Steven T. Campbell |
330,058,770 |
– |
– |
|
|
LeRoy T. Carlson, Jr. |
330,058,770 |
– |
– |
|
|
Walter C.D. Carlson |
330,058,770 |
– |
– |
|
|
Ronald E. Daly |
330,058,770 |
– |
– |
|
|
Kenneth R. Meyers |
330,058,770 |
– |
– |
|
|
Peter L. Sereda |
330,058,770 |
– |
– |
|
|
Douglas D. Shuma |
330,058,770 |
– |
– |
|
|
Kurt B. Thaus |
330,058,770 |
– |
– |
- Proposal to ratify the selection of PricewaterhouseCoopers
LLP as Independent Registered Public Accountants for 2017:
This proposal received the following votes and was approved:
|
For |
Against |
Abstain |
Broker Non-vote |
||
|
381,302,839 |
43,316 |
2,434 |
– |
- Proposal to approve, on an advisory basis, the compensation
of our named executive officers as disclosed in U.S. Cellulars
Proxy Statement dated April 11, 2017 (commonly known as
Say-on-Pay):
This proposal received the following votes and was approved:
|
For |
Against |
Abstain |
Broker Non-vote |
||
|
379,947,060 |
400,211 |
39,509 |
961,809 |
- Advisory vote on whether future Say-on-Pay votes should be
held every year, every two years or every three years (commonly
known as Say-of-Frequency):
This proposal received the following votes, with the following
choice receiving a majority of the votes:
Every Year:
|
Every Year (1 Year) |
2 Years |
3 Years |
Abstain |
Broker Non-vote |
||||||
|
377,918,549 |
3,718 |
2,462,836 |
1,677 |
961,809 |
Based on the foregoing results and consistent with the
substantial majority of the votes cast in favor of Every Year,
U.S. Cellular has adopted a policy to hold an advisory vote on
executive compensation every year.
About UNITED STATES CELLULAR CORPORATION (NYSE:USM)
United States Cellular Corporation (U.S. Cellular) is a provider of wireless telecommunication services. The Company operates all of its wireless operating markets are in the United States. U.S. Cellular provides service to postpaid and prepaid customers from a range of demographic segments. The Company focuses on retail consumers, government and small-to-mid-size business customers in vertical industries, such as construction, retail, professional services and real estate. The Company offers a range of wireless devices, such as handsets, modems, mobile hotspots, home phones and tablets for use by its customers. U.S. Cellular offers wireless devices that are compatible with fourth generation long term evolution (4G LTE) and third generation (3G) networks. U.S. Cellular offers a range of accessories, such as carrying cases, hands-free devices, batteries, battery chargers, and memory cards to related consumer electronics, such as headphones, speakers and Bluetooth keyboards. UNITED STATES CELLULAR CORPORATION (NYSE:USM) Recent Trading Information
UNITED STATES CELLULAR CORPORATION (NYSE:USM) closed its last trading session up +0.16 at 39.35 with 51,706 shares trading hands.
