UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
| | | | | | | | | | | | | | | | | |
FORM 8-K |
| | | | | | | | | | | | | | | | | |
CURRENT REPORT |
| | | | | | | | | | | | | | | | | |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | | | | | | | | | | | | | | | | |
Date of Report (Date of earliest event reported): May 26, 2016 |
| | | | | | | | | | | | | | | | | |
TELEPHONE AND DATA SYSTEMS, INC. |
(Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | | | | |
Delaware | | | 001-14157 | | | 36-2669023 |
(State or other jurisdiction of | | | (Commission | | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | | File Number) | | | | | | | |
| | | | | | | | | | | | | | | | | |
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 |
(Address of principal executive offices) (Zip code) |
| | | | | | | | | | | | | | | | | |
Registrant's telephone number, including area code: (312) 630-1900 |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Not Applicable |
(Former name or former address, if changed since last report) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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): |
| | | | | | | | | | | | | | | | | |
□ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | | | | | | | | | | | | | |
□ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | | | | | | | | | | | | | |
□ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | | | | | | | | | | | | | |
□ | | 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 | |
| | | | | | | | |
| LeRoy T. Carlson, Jr. | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Letitia G. Carlson, M.D. | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Prudence E. Carlson | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Walter C.D. Carlson | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Kenneth R. Meyers | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Christopher D. O'Leary | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| Herbert S. Wander | | 71,159,473 | | - | | 9,020 | |
| | | | | | | | |
| 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 | |
| | | | | | | | |
| Clarence A. Davis | | 87,074,300 | | 5,538,654 | | 3,583,642 | |
| | | | | | | | |
| George W. Off | | 74,548,686 | | 18,064,268 | | 3,583,642 | |
| | | | | | | | |
| Mitchell H. Saranow | | 76,697,723 | | 15,915,231 | | 3,583,642 | |
| | | | | | | | |
| 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 | |
| | | | | | | | |
| 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 | |
| | | | | | | | |
| 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 | |
| | | | | | | | |
| 36,141,059 | | 85,063,584 | | 82,703 | | 1,948,709 | |
SIGNATURES | |
| | | | |
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. |
| | | | |
| | Telephone and Data Systems, Inc. | |
| | (Registrant) | |
| | | | |
Date: | June 1, 2016 | | | |
| | | | |
| | By: | /s/ Douglas D. Shuma | |
| | | Douglas D. Shuma | |
| | | Senior Vice President-Finance and Chief Accounting Officer |
| | | (principal financial officer and principal accounting officer) |
| | | | |