SECURITIES AND EXCHANGE COMMISSION | |||||||||||||||||
Washington, D.C. 20549 | |||||||||||||||||
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FORM 8-K | |||||||||||||||||
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CURRENT REPORT | |||||||||||||||||
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||||||||||||||
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Date of Report (Date of earliest event reported): May 26, 2016 | |||||||||||||||||
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TELEPHONE AND DATA SYSTEMS, INC. | |||||||||||||||||
(Exact name of registrant as specified in its charter) | |||||||||||||||||
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Delaware |
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| 001-14157 |
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| 36-2669023 | |||||||||||
(State or other jurisdiction of |
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| (Commission |
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| (I.R.S. Employer Identification No.) | |||||||||||
incorporation or organization) |
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| File Number) |
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30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 | |||||||||||||||||
(Address of principal executive offices) (Zip code) | |||||||||||||||||
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Registrant's telephone number, including area code: (312) 630-1900 | |||||||||||||||||
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Not Applicable | |||||||||||||||||
(Former name or former address, if changed since last report) | |||||||||||||||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | |||||||||||||||||
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□ |
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||
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□ |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||
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□ |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||
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□ |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders on May 26, 2016, 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 |
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| LeRoy T. Carlson, Jr. |
| 71,159,473 |
| - |
| 9,020 | |
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| Letitia G. Carlson, M.D. |
| 71,159,473 |
| - |
| 9,020 | |
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| Prudence E. Carlson |
| 71,159,473 |
| - |
| 9,020 | |
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| Walter C.D. Carlson |
| 71,159,473 |
| - |
| 9,020 | |
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| Kenneth R. Meyers |
| 71,159,473 |
| - |
| 9,020 | |
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| Christopher D. O'Leary |
| 71,159,473 |
| - |
| 9,020 | |
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| Herbert S. Wander |
| 71,159,473 |
| - |
| 9,020 | |
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| David A. Wittwer |
| 71,159,473 |
| - |
| 9,020 |
- For the election of four Directors of TDS by the holders of Common Shares:
Nominee |
| For |
| Withhold |
| Broker Non-vote |
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| Clarence A. Davis |
| 87,074,300 |
| 5,538,654 |
| 3,583,642 | |
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| George W. Off |
| 74,548,686 |
| 18,064,268 |
| 3,583,642 | |
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| Mitchell H. Saranow |
| 76,697,723 |
| 15,915,231 |
| 3,583,642 | |
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| Gary L. Sugarman |
| 87,059,066 |
| 5,553,888 |
| 3,583,642 |
- Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2016.
This proposal received the following votes and was approved:
For |
| Against |
| Abstain |
| Broker Non-vote |
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122,991,356 |
| 224,844 |
| 19,855 |
| - |
- Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS‘ Proxy Statement dated April 13, 2016 (commonly known as “Say-on-Pay”).
This proposal received the following votes and was approved:
For |
| Against |
| Abstain |
| Broker Non-vote |
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119,556,166 |
| 1,615,692 |
| 115,487 |
| 1,948,709 |
- Shareholder Proposal to recapitalize TDS’ outstanding stock to have an equal vote per share.
This proposal received the following votes and was defeated:
For |
| Against |
| Abstain |
| Broker Non-vote |
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36,141,059 |
| 85,063,584 |
| 82,703 |
| 1,948,709 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||||
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| Telephone and Data Systems, Inc. |
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| (Registrant) |
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Date: | June 1, 2016 |
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| By: | /s/ Douglas D. Shuma |
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| Douglas D. Shuma |
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| Senior Vice President-Finance and Chief Accounting Officer | |
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| (principal financial officer and principal accounting officer) | |