The following information is provided to the indicated paragraphs of Item 5.02 of Form 8-K:

(2) Mr. Sereda, age 60, will serve in such capacity for a term commencing June 24, 2019, until his successor is elected and qualifies.

Mr. Sereda is currently Senior Vice President – Finance of TDS and is a director and officer of many of its subsidiaries. Mr. Sereda has been Senior Vice President – Finance since May 2018. Prior to that, Mr. Sereda was Senior Vice President – Finance and Treasurer for more than five years.

Ms. Kroll, age 42, will serve in such capacity for a term commencing June 24, 2019, until her successor is elected and qualifies.

Ms. Kroll is currently Vice President and Controller of TDS. Ms. Kroll has been Vice President and Controller of TDS since June 2017. Prior to that, Ms. Kroll served in various accounting and finance capacities at TDS for more than five years.

There is no arrangement or understanding between Mr. Sereda or Ms. Kroll and any other person to which either was selected to serve in any TDS office.

Neither Mr. Sereda nor Ms. Kroll has any family relationship with any director or executive officer or person nominated or chosen by TDS to become a director or executive officer of TDS.

Since the beginning of 2018, there has not been any transaction, or series of similar transactions, and there is not currently any proposed transaction, or series of similar transactions, to which TDS or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Mr. Sereda or Ms. Kroll had or will have a direct or indirect material interest.

Further information with respect to Mr. Sereda and Ms. Kroll, including further information with respect to their backgrounds and experience, is incorporated by reference herein from the press release attached hereto as Exhibit 99.1.

(3) Neither Mr. Sereda nor Ms. Kroll became a party, and are not expected to become a party, with TDS or its subsidiaries to any material plan, contract or arrangement or material amendment in connection with the foregoing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2019, the Board of Directors of TDS adopted certain amendments to the TDS Restated Bylaws, with such amendments to be effective on June 24, 2019.

A new section 3.6 was added to include the position of Chief Financial Officer.

Section 3.5, section 3.7 (formerly section 3.6), section 3.10 (formerly section 3.9), section 3.12 (formerly section 3.11) and section 3.13 (formerly section 3.12) were amended to add references to “Chief Financial Officer.”

Section 3.11 (formerly section 3.10) was amended to delete references to the Chief Accounting Officer also being the chief financial officer.

Section 4.3 and section 4.4 were amended to add “Chief Financial Officer.”

The foregoing brief description is qualified by reference to the copy of the Restated Bylaws, as amended, attached hereto as Exhibit 3.1, which are incorporated by reference herein. The attached Bylaws are marked to show changes made. An unmarked, clean copy of the Bylaws will be posted to the TDS website at www.tdsinc.com>under Corporate Governance.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders on May 23, 2019, the following number of votes were cast for the matters indicated. The following voting results are final.

The following directors received the following votes and were elected:

a. For the election of eight Directors of TDS by the holders of Series A Common Shares:

b. For the election of four Directors of TDS by the holders of Common Shares:

The proposal received the following votes and was approved:

The proposal received the following votes and was approved:

The proposal received the following votes and was defeated:

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

TELEPHONE & DATA SYSTEMS INC /DE/ Exhibit
EX-3.1 2 tds20198-kexhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1RESTATED BYLAWS,…
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