TELEPHONE AND DATA SYSTEMS, INC. (NYSE:TDE) 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 Form 8-K is being filed to provide information with respect
to the Telephone and Data Systems, Inc.(TDS) 2017 Officer Bonus
Program, and to file as an Exhibit a form of award agreement
applicable to officers of TDS, to paragraph (e) of Item 5.02 of
Form 8-K.
The following were approved by the TDS Compensation Committee on
May 24, 2017.
- TDS 2017 Officer Bonus Program (the 2017 Plan):
The 2017 Plan covers all TDS executive officers other than the
President and CEO of TDS. The plan provides that the President
and CEO of TDS subsidiary, TDS Telecommunications Corporation
(TDS Telecom), has the same company and individual performance
weightings as the other TDS executive officers, provided that the
company performance will be based on TDS Telecoms performance
rather than TDS consolidated performance.
The 2017 Plan provides that 70% of the bonus will be based on
quantitative company performance and 30% will be based on
individual performance. The TDS consolidated company performance
will be based on the following three metrics with the following
weights: consolidated operating revenue (50%); consolidated
adjusted EBITDA (35%); and consolidated capital spending (15%).
Notwithstanding any provision of the 2017 Plan to the contrary, a
participating officer does not have a legally binding right to a
bonus unless and until the bonus amount, if any, is paid and no
bonus shall be paid unless the officer remains employed through
the actual bonus payout date unless otherwise approved at the
discretion of the Compensation Committee or President and CEO of
TDS, as applicable.
The foregoing description is qualified by reference to the 2017
Plan which is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
- Form of 2017 Performance Share Award Agreement under the
Telephone and Data Systems, Inc. 2011 Long-Term Incentive Plan,
as amended:
The 2017 Performance Share Award Agreement in the form attached
hereto as Exhibit 10.2 will be used to grant eligible employees
of TDS and applicable subsidiaries, including TDS officers
(Employees), with a target opportunity of a specified number of
TDS Common Shares (Target Opportunity), upon and subject to the
restrictions, terms and conditions set forth in such agreement.
Depending on the satisfaction of the following performance
measures during the three-year period from January 1, 2017 to
December 31, 2019 (the Performance Period), the Employee may be
entitled under the 2017 Performance Share Award Agreement to TDS
Common Shares equal to 0% to 200% of the Target Opportunity:
- Return on Capital (ROC) (40%)
- Total Revenue (40%)
- Relative Total Shareholder Return (TSR) (20%)
ROC will be the average of the three fiscal years in the
Performance Period of Adjusted Net Operating Profit After Tax
divided by Average Adjusted Assets, as currently defined by TDS.
Total Revenue will be the cumulative Consolidated Operating
Revenue as defined by TDS over the three fiscal years in the
Performance Period.
TSR will be determined for TDS, as well as for a specified Peer
Group, from the beginning to the end of the Performance Period.
The Peer Group was selected by the TDS Compensation Committee in
consultation with its independent compensation consultant,
Compensation Strategies. The companies that comprise the Peer
Group are listed on Exhibit A to the form of the 2017 Performance
Share Award Agreement attached hereto as Exhibit 10.2.
The foregoing description is qualified by reference to the form
of the 2017 Performance Share Award Agreement filed herewith as
Exhibit 10.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
In accordance with the provisions of Item 601 of Regulation S-K,
any Exhibits filed herewith are set forth on the Exhibit Index
attached hereto.
TELEPHONE AND DATA SYSTEMS, INC. (NYSE:TDE) Recent Trading Information
TELEPHONE AND DATA SYSTEMS, INC. (NYSE:TDE) closed its last trading session down -0.02 at 25.62 with 8,002 shares trading hands.