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): October 9, 2019
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE | | 1-33409 | | 20-0836269 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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 (see General Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | |
Title of each class | | Trading symbol | | Name of each exchange on which registered |
Common Stock, $0.00001 par value per share | | TMUS | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). ☐
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective on October 9, 2019, T-Mobile US, Inc. (the “Company”) amended and restated its existing bylaws (the “Restated Bylaws”). The amendments include:
| | • | an amendment to Article III, Section 9 to allow the Company’s Board of Directors (the “Board”) or any committee thereof to act by written consent by submitting such consent through electronic transmission; |
| | • | an amendment to Article V to allow the Board to delegate to the Chief Executive Officer or President the power to appoint and remove other officers; and |
| | • | other technical amendments addressing: |
| | • | notices for meetings of stockholders, convening and adjourning such meetings and the posting of the stockholder list for such meetings; |
| | • | authorizing another person to act as proxy for a stockholder; |
| | • | notices for special meetings of the Board; |
| | • | the presiding individual at meetings of the Board and at meetings of stockholders; |
| | • | the resignation of directors or committee members; and |
| | • | the use of electronic transmission for certain required notices. |
The foregoing summary of the amendments to the Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to the text of the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 11, 2019 | | | | T-MOBILE US, INC. |
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| | | | By: | | /s/ J. Braxton Carter |
| | | | | | J. Braxton Carter |
| | | | | | Executive Vice President and Chief Financial Officer |
