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 of Certain Officers
Telephone and Data Systems, Inc. Incentive Plan
At the Annual Meeting of shareholders of Telephone and Data
Systems, Inc. (TDS) held on May 25, 2017 (Annual Meeting), based
on the below voting results, the shareholders of TDS approved the
TDS Incentive Plan (Incentive Plan).
TDS requested shareholders to approve the Incentive Plan,
including the material terms of the performance measures to be
used for certain incentive compensation awards under the plan, so
that certain compensation paid under the plan may qualify as
performance-based compensation and be deductible under
Section162(m) of the Internal Revenue Code.
Other terms of the Incentive Plan, including material terms of
performance goals to be used under such plan, are set forth under
Proposal 3 of the TDS definitive proxy statement dated April 12,
2017, as filed with the SEC on Schedule 14A on April 12, 2017,
which are incorporated by reference herein.
The foregoing description is qualified in its entirety by
reference to the Incentive Plan, which is included as Exhibit
10.1 to this Form 8-K and incorporated by reference into this
Item 5.02.
TDS Telecom Leadership Transition
On May 30, 2017, TDS issued a press release announcing that David
A. Wittwer, a named executive officer of TDS, will retire as
President and CEO of TDS Telecommunications Corporation, a
subsidiary of TDS, effective at the end of 2017. A copy of such
press release is attached hereto as Exhibit 99.1 and is
incorporated by reference into this Item 5.02. Mr. Wittwer will
continue to serve as a member of the TDS Board of Directors.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders on May 25, 2017, the
following number of votes were cast for the matters indicated.
- Election of Directors.
The following directors received the following votes and were
elected:
- For the election of eight Directors of TDS by the holders of
Series A Common Shares and Preferred Shares:
|
Nominee |
For |
Withhold |
Broker Non-vote |
|
|
LeRoy T. Carlson, Jr. |
71,445,922 |
– |
688,850 |
|
|
Letitia G. Carlson, M.D. |
71,445,922 |
– |
688,850 |
|
|
Prudence E. Carlson |
71,445,922 |
– |
688,850 |
|
|
Walter C.D. Carlson |
71,445,922 |
– |
688,850 |
|
|
Kenneth R. Meyers |
71,445,922 |
– |
688,850 |
|
|
George W. Off |
71,445,922 |
– |
688,850 |
|
|
Christopher D. OLeary |
71,445,922 |
– |
688,850 |
|
|
David A. Wittwer |
71,445,922 |
– |
688,850 |
- For the election of four Directors of TDS by the holders of
Common Shares:
|
Nominee |
For |
Withhold |
Broker Non-vote |
|
|
Clarence A. Davis |
81,570,248 |
11,192,733 |
4,590,598 |
|
|
Kim D. Dixon |
80,954,856 |
11,808,125 |
4,590,598 |
|
|
Mitchell H. Saranow |
77,528,048 |
15,234,933 |
4,590,598 |
|
|
Gary L. Sugarman |
81,468,983 |
11,293,998 |
4,590,598 |
- Proposal to Ratify the Selection of PricewaterhouseCoopers
LLP as Independent Public Accountants for 2017.
The proposal received the following votes and was approved:
|
For |
Against |
Abstain |
Broker Non-vote |
||
|
124,070,723 |
171,747 |
43,934 |
– |
- Proposal to approve the TDS Incentive Plan.
The proposal received the following votes and was approved:
|
For |
Against |
Abstain |
Broker Non-vote |
|
|
120,128,856 |
890,296 |
119,250 |
3,148,001 |
- Proposal to approve, on an advisory basis, the compensation
of our named executive officers as disclosed in TDS Proxy
Statement dated April 12, 2017 (commonly known as Say-on-Pay).
The proposal received the following votes and was approved:
|
For |
Against |
Abstain |
Broker Non-vote |
||
|
119,482,000 |
1,603,100 |
53,301 |
3,148,001 |
- 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-on-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 |
|
|
109,087,313 |
16,541 |
11,989,702 |
44,845 |
3,148,001 |
Based on the foregoing results and consistent with the
substantial majority of the votes cast in favor of Every Year,
TDS board of directors has adopted a policy to hold an advisory
vote on executive compensation every year.
- Shareholder Proposal to recapitalize TDS outstanding stock
to have an equal vote per share.
The proposal received the following votes and was defeated:
|
For |
Against |
Abstain |
Broker Non-vote |
||
|
43,712,130 |
77,337,265 |
89,007 |
3,148,001 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
In accordance with the provisions of Item 601 of Regulation
S-K, any Exhibits filed or furnished 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 00.00 at 25.57 with 14,371 shares trading hands.
