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): October 14, 2022
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 | ||||||||||||||||||
| 6.25% Senior Notes due 2069 | UZD | New York Stock Exchange | ||||||||||||||||||
| 5.50% Senior Notes due 2070 | UZE | New York Stock Exchange | ||||||||||||||||||
| 5.50% Senior Notes due 2070 | UZF | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On October 14, 2022, J. Samuel Crowley resigned from the board of directors (the “Board”) of United States Cellular Corporation (the “Company”) effective December 31, 2022. Mr. Crowley’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On October 14, 2022, the Board appointed Xavier D. Williams to serve as a member of the Board effective January 1, 2023 to fill the vacancy created by Mr. Crowley’s resignation. The Board concluded that Mr. Williams was “independent” pursuant to the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Also, effective January 1, 2023, the Board has appointed Mr. Williams as a member of the Audit Committee. Mr. Williams will receive compensation for his service as a non-employee director, as described under the heading “Executive and Director Compensation – Narrative Disclosure to Director Compensation Table” of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2022.
There are no arrangements or understandings between Mr. Williams and any other person pursuant to which he was selected as a director, and Mr. Williams has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| 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 | |||||||||||
| Date: | October 17, 2022 | By: | /s/ Douglas W. Chambers | ||||||||
| Douglas W. Chambers | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||