UNITED STATES CELLULAR CORPORATION (NYSE:USM) 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.
UNITED STATES CELLULAR CORPORATION (NYSE:USM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The following information is provided to the indicated paragraphs of Item 5.02 of Form 8-K:
(2) Mr. Chambers, age 50, will serve in such capacity for a term commencing June 24, 2019, until his successor is elected and qualifies.
Mr. Chambers is currently Chief Accounting Officer of U.S. Cellular and Senior Vice President – Finance and Chief Accounting Officer of Telephone and Data Systems, Inc. (TDS) and is a director and officer of many of TDS’ subsidiaries. Mr. Chambers has been Chief Accounting Officer of U.S. Cellular and Senior Vice President – Finance and Chief Accounting Officer of TDS since May 2018. Prior to that, Mr. Chambers was Vice President and Controller of U.S. Cellular from 2017-2018 and prior to that he was Vice President and Controller at TDS from 2015-2017 and Assistant Controller at TDS from 2012-2015.
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. Chambers or Ms. Kroll and any other person to which either was selected to serve in any U.S. Cellular office.
Neither Mr. Chambers nor Ms. Kroll has any family relationship with any director or executive officer or person nominated or chosen by U.S. Cellular to become a director or executive officer of U.S. Cellular.
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 U.S. Cellular or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Mr. Chambers or Ms. Kroll had or will have a direct or indirect material interest.
Further information with respect to Mr. Chambers 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. Chambers nor Ms. Kroll became a party, and are not expected to become a party, with U.S. Cellular 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 21, 2019, the Board of Directors of U.S. Cellular adopted certain amendments to the U.S. Cellular Restated Bylaws, with such amendments to be effective on June 24, 2019.
Section 3.6 was amended to add a reference to the “President’s designee” and delete references to the Treasurer, the Chief Accounting Officer and the Secretary.
A new section 3.7 was added to include the position of Chief Financial Officer.
Section 3.13 (formerly section 3.12) was amended to delete references to “Treasurer” and add references to “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 U.S. Cellular website at www.uscellular.com>under Investor Relations – Corporate Governance.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders on May 21, 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 three Directors of U.S. Cellular by the holders of Common Shares:
b. For the election of eight Directors of U.S. Cellular by the holder of Series A Common Shares:
2. Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2019:
This proposal received the following votes and was approved:
This proposal received the following votes and was approved:
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
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UNITED STATES CELLULAR CORP Exhibit
EX-3.1 2 usm20198-kexhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1RESTATED BYLAWS,… To view the full exhibit click here
About UNITED STATES CELLULAR CORPORATION (NYSE:USM) United States Cellular Corporation (U.S. Cellular) is a provider of wireless telecommunication services. The Company operates all of its wireless operating markets are in the United States. U.S. Cellular provides service to postpaid and prepaid customers from a range of demographic segments. The Company focuses on retail consumers, government and small-to-mid-size business customers in vertical industries, such as construction, retail, professional services and real estate. The Company offers a range of wireless devices, such as handsets, modems, mobile hotspots, home phones and tablets for use by its customers. U.S. Cellular offers wireless devices that are compatible with fourth generation long term evolution (4G LTE) and third generation (3G) networks. U.S. Cellular offers a range of accessories, such as carrying cases, hands-free devices, batteries, battery chargers, and memory cards to related consumer electronics, such as headphones, speakers and Bluetooth keyboards. |