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 19, 2020
![usm-20200519_g1.jpg](https://capedge.com/proxy/8-K/0000821130-20-000053/usm-20200519_g1.jpg)
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-09712 | 62-1147325 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (773) 399-8900
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:
☐ | 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 Act: | ||||||||||||||||||||||||||||||||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||
Common Shares, $1 par value | USM | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||
6.95% Senior Notes due 2060 | UZA | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||
7.25% Senior Notes due 2063 | UZB | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||
7.25% Senior Notes due 2064 | UZC | New York Stock Exchange |
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) or Rule 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
At the Annual Meeting of Shareholders on May 19, 2020, the following number of votes were cast for the matters indicated. The following voting results are final.
1.Election of Directors.
The following directors received the following votes and were elected:
a. For the election of three Directors of United States Cellular Corporation (U.S. Cellular) by the holders of Common Shares:
Nominee | For | Withhold | Broker Non-vote | ||||||||
J. Samuel Crowley | 47,649,835 | 3,041,181 | 537,667 | ||||||||
Gregory P. Josefowicz | 49,636,794 | 1,054,222 | 537,667 | ||||||||
Cecelia D. Stewart | 49,705,220 | 985,796 | 537,667 |
b. For the election of eight Directors of U.S. Cellular by the holder of Series A Common Shares:
Nominee | For | Withhold | Broker Non-vote | ||||||||
LeRoy T. Carlson, Jr. | 330,058,770 | — | — | ||||||||
Walter C. D. Carlson | 330,058,770 | — | — | ||||||||
Ronald E. Daly | 330,058,770 | — | — | ||||||||
Harry J. Harczak, Jr. | 330,058,770 | — | — | ||||||||
Michael S. Irizarry | 330,058,770 | — | — | ||||||||
Kenneth R. Meyers | 330,058,770 | — | — | ||||||||
Peter L. Sereda | 330,058,770 | — | — | ||||||||
Kurt B. Thaus | 330,058,770 | — | — |
2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2020.
The proposal received the following votes and was approved:
For | Against | Abstain | Broker Non-vote | ||||||||
380,797,845 | 419,017 | 70,591 | — |
3.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in U.S. Cellular's Proxy Statement dated April 9, 2020 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
For | Against | Abstain | Broker Non-vote | ||||||||
377,243,566 | 3,436,454 | 69,766 | 537,667 |
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Exhibit Number | Description of Exhibit | |||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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. | ||||||||||||||||||||
UNITED STATES CELLULAR CORPORATION | ||||||||||||||||||||
(Registrant) | ||||||||||||||||||||
Date: | May 22, 2020 | By: | /s/ Douglas W. Chambers | |||||||||||||||||
Douglas W. Chambers | ||||||||||||||||||||
Senior Vice President, Chief Financial Officer and Treasurer | ||||||||||||||||||||
(principal financial officer) | ||||||||||||||||||||