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.
This Current Report on Form 8-K is being filed by United States
Cellular Corporation (U.S. Cellular) to file as Exhibits updated
forms of agreements with respect to named executive officers of
U.S. Cellular as specified in paragraph (e) of Item 5.02 of Form
8-K.
The following forms of award agreement were approved and became
effective for use under the United States Cellular Corporation
2013 Long-Term Incentive Plan (the 2013 Long-Term Incentive Plan)
on and after March 13, 2017.
- Form of 2013 Long-Term Incentive Plan 2017 Performance Award
Agreement for Officers other than the President and CEO:
The 2017 Performance Award Agreement in the form attached hereto
as Exhibit 10.1 will be used to grant officers other than the
President and CEO, with a target opportunity of a specified
number of U.S. Cellular Common Shares (Target Opportunity), upon
and subject to the restrictions, terms and conditions set forth
in such agreement.
Depending on satisfaction of the following performance measures
during the one-year period from January 1, 2017 to December 31,
2017 (the Performance Period), the officers other than the
President and CEO may be entitled under the 2017 Performance
Award Agreement to U.S. Cellular Common Shares equal to 50% to
200% of the Target Opportunity:
Consolidated Total Revenues (40%)
Simple Free Cash Flow (40%)
Postpaid Handset Voluntary Defections (20%)
Consolidated Total Revenues will be determined on a consolidated
company-wide basis and in a manner consistent to U.S. Cellulars
presentation of total revenues for external reporting purposes.
Simple Free Cash Flow will be operating cash flow less capital
expenditures. Operating cash flow will be net income adjusted to
remove the effects of the following: income tax expense
(benefit), interest expense, depreciation amortization and
accretion, gain (loss) on sale of business and other exit costs,
gain (loss) on sale of license sales and exchanges, gain (loss)
on asset disposals, equity in earnings of unconsolidated
entities, and interest and dividend income. Capital expenditures
will be the capital expenditures determined on a consolidated
company-wide basis and in a manner consistent to U.S. Cellulars
presentation of capital expenditures for external reporting
purposes.
Postpaid Handset Voluntary Defections will be determined on a
consolidated company-wide basis and will exclude postpaid handset
involuntary defections, connected device defections, prepaid
defections and reseller defections.
Changes in Generally Accepted Accounting Principles, and/or other
adjustment recommendations limited to material accounting
adjustments or major business decisions (including but not
limited to acquisition and divestiture activity) that, without
their adjustment, would cause the calculated result to differ
materially from the unadjusted calculation and therefore not
reflect the true performance delivered in the Performance Period
will be evaluated to determine if adjustment to actual or target
results are warranted.
The award agreement provides that the award will be adjusted
based on the achievement of performance measures during the
performance period. Achievement of the performance measures shall
be determined and certified by the Long-Term Incentive
Compensation Committee in writing within ninety (90) days
following the last day of the performance period of December 31,
2017. The award agreement also provides that in no event shall
the adjustment of the award cause the number of shares subject to
the award to be less than 50% of the target opportunity as of the
grant date. Except as otherwise provided in the performance award
agreement, the award shall vest on the third anniversary of the
grant date of the award.
The foregoing description is qualified by reference to the form
of the award agreement, which is filed herewith as Exhibit 10.1
and incorporated by reference herein.
- Form of 2013 Long-Term Incentive Plan 2017 Restricted Stock
Unit Award Agreement for Officers other than the President and
CEO:
This form provides for the award of restricted stock units with
respect to U.S. Cellular Common Shares to officers other than the
President and CEO. The foregoing description is qualified by
reference to the form of the award agreement, which is 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.
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. UNITED STATES CELLULAR CORPORATION (NYSE:USM) Recent Trading Information
UNITED STATES CELLULAR CORPORATION (NYSE:USM) closed its last trading session up +0.11 at 37.07 with 134,973 shares trading hands.
