UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 13, 2017
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 1-33409 | 20-0836269 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12920 SE 38th Street Bellevue, Washington | 98006-1350 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 378-4000
(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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 – Submission of Matters to a Vote of Security Holders.
On June 13, 2017, T-Mobile US, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), after notice was duly given and at which a quorum of the Company’s stockholders was represented by proxy or in person. At the Annual Meeting, the following seven proposals were presented:
| (1) | Elect eleven directors named in the Proxy Statement to the Company’s Board of Directors; |
| (2) | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; |
| (3) | Conduct an advisory vote to approve the compensation provided to the Company’s named executive officers for 2016 (“Non-Binding Resolution on Executive Compensation”); |
| (4) | Conduct an advisory vote on the frequency of future advisory votes on the compensation provided to the Company’s named executive officers (“Non-Binding Resolution on Frequency of Vote on Executive Compensation”); |
| (5) | Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding implementation of proxy access; |
| (6) | Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding limitations on accelerated vesting of equity awards in the event of a change of control; and |
| (7) | Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding an amendment to the Company’s clawback policy. |
Proposal 1 – Election of Directors
The following eleven directors were elected at the Annual Meeting to serve terms ending at the Company’s 2018 Annual Meeting of Stockholders, or until their successors are elected and qualified, unless the director earlier resigns, retires, passes away or otherwise no longer serves as a director:
Director Nominee | For | Authority Withheld | Broker Non-Votes | ||||||||||||
W. Michael Barnes | 760,034,661 | 12,093,832 | 19,729,990 | ||||||||||||
Thomas Dannenfeldt | 673,387,364 | 98,741,129 | 19,729,990 | ||||||||||||
Srikant M. Datar | 762,116,253 | 10,012,240 | 19,729,990 | ||||||||||||
Lawrence H. Guffey | 761,945,222 | 10,183,271 | 19,729,990 | ||||||||||||
Timotheus Höttges | 712,714,310 | 59,414,183 | 19,729,990 | ||||||||||||
Bruno Jacobfeuerborn | 717,262,054 | 54,866,439 | 19,729,990 | ||||||||||||
Raphael Kübler | 673,301,407 | 98,827,086 | 19,729,990 | ||||||||||||
Thorsten Langheim | 677,416,511 | 94,711,982 | 19,729,990 | ||||||||||||
John J. Legere | 729,321,965 | 42,806,528 | 19,729,990 | ||||||||||||
Teresa A. Taylor | 762,085,163 | 10,043,330 | 19,729,990 | ||||||||||||
Kelvin R. Westbrook | 750,803,956 | 21,324,537 | 19,729,990 | ||||||||||||
Proposal 2 – Ratification of the Appointment of PricewaterhouseCoopers LLP
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017 was approved as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 791,100,375 | 513,687 | 244,421 | 0 | |||||||||||||||
Proposal 3 – Advisory Vote to Approve Executive Compensation
The stockholders of the Company approved the Non-Binding Resolution on Executive Compensation as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 768,055,332 | 3,809,172 | 263,989 | 19,729,990 | |||||||||||||||
Proposal 4 – Advisory Vote on Frequency of Vote on Executive Compensation
The stockholders of the Company approved a three-year vote on the Non-Binding Resolution on Frequency of Vote on Executive Compensation as follows:
1 Years | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||
| 176,368,814 | 91,850 | 595,098,606 | 569,223 | 19,729,990 | |||||||||||||||||||
Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote to approve executive compensation every three years.
Proposal 5 – Stockholder Proposal regarding Implementation of Proxy Access
The stockholder proposal related to implementation of proxy access was not approved as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 153,078,505 | 617,724,570 | 1,325,418 | 19,729,990 | |||||||||||||||
Proposal 6 – Stockholder Proposal regarding Limitations on Accelerated Vesting of Equity Awards in the Event of a Change of Control
The stockholder proposal related to limitations on accelerated vesting of equity awards in the event of a change of control was not approved as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 89,152,301 | 682,489,093 | 487,099 | 19,729,990 | |||||||||||||||
Proposal 7 – Stockholder Proposal regarding an Amendment to the Company’s Clawback Policy
The stockholder proposal related to an amendment to the Company’s clawback policy was not approved as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 60,105,702 | 711,526,975 | 495,816 | 19,729,990 | |||||||||||||||
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.
| T-MOBILE US, INC. | ||
| June 13, 2017 | /s/ J. Braxton Carter | |
J. Braxton Carter Executive Vice President and Chief Financial Officer | ||