T-MOBILE US, INC. (NASDAQ:TMUSP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders.
On June13, 2017, T-Mobile US, Inc. (the Company) held its Annual
Meeting of Stockholders (the Annual Meeting), after notice was
duly given and at which a quorum of the Companys stockholders was
represented by proxy or in person. At the Annual Meeting, the
following seven proposals were presented:
| (1) |
Elect eleven directors named in the Proxy Statement to the Companys Board of Directors; |
| (2) |
Ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017; |
| (3) |
Conduct an advisory vote to approve the compensation provided to the Companys named executive officers for 2016 (Non-Binding Resolution on Executive Compensation); |
| (4) |
Conduct an advisory vote on the frequency of future advisory votes on the compensation provided to the Companys named executive officers (Non-Binding Resolution on Frequency of Vote on Executive Compensation); |
| (5) |
Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding implementation of proxy access; |
| (6) |
Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding limitations on accelerated vesting of equity awards in the event of a change of control; and |
| (7) |
Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding an amendment to the Companys clawback policy. |
Proposal1 Election of Directors
The following eleven directors were elected at the Annual Meeting
to serve terms ending at the Companys 2018 Annual Meeting of
Stockholders, or until their successors are elected and
qualified, unless the director earlier resigns, retires, passes
away or otherwise no longer serves as a director:
|
Director Nominee |
For | AuthorityWithheld | BrokerNon-Votes | ||||||||||||
|
W. Michael Barnes |
760,034,661 | 12,093,832 | 19,729,990 | ||||||||||||
|
Thomas Dannenfeldt |
673,387,364 | 98,741,129 | 19,729,990 | ||||||||||||
|
Srikant M. Datar |
762,116,253 | 10,012,240 | 19,729,990 | ||||||||||||
|
Lawrence H. Guffey |
761,945,222 | 10,183,271 | 19,729,990 | ||||||||||||
|
Timotheus Httges |
712,714,310 | 59,414,183 | 19,729,990 | ||||||||||||
|
Bruno Jacobfeuerborn |
717,262,054 | 54,866,439 | 19,729,990 | ||||||||||||
|
Raphael Kbler |
673,301,407 | 98,827,086 | 19,729,990 | ||||||||||||
|
Thorsten Langheim |
677,416,511 | 94,711,982 | 19,729,990 | ||||||||||||
|
John J. Legere |
729,321,965 | 42,806,528 | 19,729,990 | ||||||||||||
|
Teresa A. Taylor |
762,085,163 | 10,043,330 | 19,729,990 | ||||||||||||
|
Kelvin R. Westbrook |
750,803,956 | 21,324,537 | 19,729,990 |
Proposal 2 Ratification of the Appointment of
PricewaterhouseCoopers LLP
The ratification of the appointment of PricewaterhouseCoopers LLP
as the Companys independent registered public accounting firm for
the Companys fiscal year ending December31, 2017 was approved as
follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||||||||
| 791,100,375 | 513,687 | 244,421 |
Proposal 3 Advisory Vote to Approve Executive Compensation
The stockholders of the Company approved the Non-Binding
Resolution on Executive Compensation as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||||||||
| 768,055,332 | 3,809,172 | 263,989 | 19,729,990 |
Proposal 4 Advisory Vote on Frequency of Vote on Executive
Compensation
The stockholders of the Company approved a three-year vote on the
Non-Binding Resolution on Frequency of Vote on Executive
Compensation as follows:
|
1Years |
2Years |
3Years |
Abstain |
BrokerNon-Votes |
|||||||||||||||||||
| 176,368,814 | 91,850 | 595,098,606 | 569,223 | 19,729,990 |
Based on the Board of Directors recommendation in the Proxy
Statement and the voting results with respect to the advisory
vote on the frequency of future advisory votes on executive
compensation, the Company has adopted a policy to hold an
advisory vote to approve executive compensation every three
years.
Proposal 5 Stockholder Proposal regarding Implementation of Proxy
Access
The stockholder proposal related to implementation of proxy
access was not approved as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||||||||
| 153,078,505 | 617,724,570 | 1,325,418 | 19,729,990 |
Proposal 6 Stockholder Proposal regarding Limitations on
Accelerated Vesting of Equity Awards in the Event of a Change of
Control
The stockholder proposal related to limitations on accelerated
vesting of equity awards in the event of a change of control was
not approved as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||||||||
| 89,152,301 | 682,489,093 | 487,099 | 19,729,990 |
Proposal 7 Stockholder Proposal regarding an Amendment to the
Companys Clawback Policy
The stockholder proposal related to an amendment to the Companys
clawback policy was not approved as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||||||||
| 60,105,702 | 711,526,975 | 495,816 | 19,729,990 |
