T-MOBILE US, INC. (NASDAQ:TMUSP) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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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