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

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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

(e) Telephone and Data Systems, Inc. Director Plan

At the Annual Meeting of shareholders of Telephone and Data Systems, Inc. (“TDS”) held on May 24, 2018 (“Annual Meeting”), based on the below voting results, the shareholders of TDS approved the TDS Amended and Restated Compensation Plan for Non-Employee Directors (“Director Plan”).

The terms of the Director Plan are set forth under Proposal 3 of the TDS definitive proxy statement dated April 11, 2018, as filed with the SEC on Schedule 14A on April 11, 2018, which are incorporated by reference herein.

The foregoing description is qualified in its entirety by reference to the Director Plan, which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 5.02.

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

At the Annual Meeting of Shareholders on May 24, 2018, the following number of votes were cast for the matters indicated.

The following directors received the following votes and were elected:

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

Nominee

For

Withhold

Broker Non-vote

LeRoy T. Carlson, Jr.

71,713,880

30,650

688,850

Letitia G. Carlson, M.D.

71,713,880

30,650

688,850

Prudence E. Carlson

71,713,880

30,650

688,850

Walter C.D. Carlson

71,713,880

30,650

688,850

James W. Butman

71,713,880

30,650

688,850

Kenneth R. Meyers

71,713,880

30,650

688,850

George W. Off

71,744,530

688,850

Christopher D. O'Leary

71,744,530

688,850

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

Nominee

For

Withhold

Broker Non-vote

Clarence A. Davis

84,063,151

6,689,505

5,171,821

Kimberly D. Dixon

83,912,911

6,837,928

5,171,821

Mitchell H. Saranow

80,285,490

10,467,166

5,171,821

Gary L. Sugarman

83,981,532

6,771,124

5,171,821

  1. Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2018.

The proposal received the following votes and was approved:

For

Against

Abstain

Broker Non-vote

122,769,351

615,610

27,134

  1. Proposal to approve the TDS Director Plan.

The proposal received the following votes and was approved:

For

Against

Abstain

Broker Non-vote

115,916,699

4,001,094

57,145

3,437,409

  1. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS’ Proxy Statement dated April 11, 2018 (commonly known as “Say-on-Pay”).

The proposal received the following votes and was approved:

For

Against

Abstain

Broker Non-vote

118,152,818

1,688,934

132,632

3,437,409

  1. 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

35,153,467

84,657,589

163,881

3,437,409

Item 9.01. Financial Statements and Exhibits

(d) Exhibits: