FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 15,2012
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-9712 | 62-1147325 |
(State of other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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8410 West Bryn Mawr, Chicago, Illinois | 60631 | |
(Address of principal executive offices) | (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 (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 of United States Cellular Corporation (the “Company”) held on May 15, 2012, 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 wereelected:
a. For the election of one Class I Director of the Company by the holders of Common Shares:
Nominee |
|
For |
|
Withhold |
| BrokerNon-vote |
Harry J. Harczak, Jr. |
| 49,246,387 |
| 356,916 |
| 1,324,668 |
b. For the election of two Class I Directors of the Company by the holder of Series A Common Shares:
Nominee |
|
For |
|
Withhold |
| BrokerNon-vote |
Mary N. Dillon |
| 330,058,770 |
| - |
| - |
Gregory P. Josefowicz |
| 330,058,770 |
| - |
| - |
2. Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2012:
This proposal received the following votes and wasapproved:
| Against | Abstain |
| Broker Non-vote | ||
380,617,495 |
| 340,068 |
| 29,178 |
| - |
3. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company’s Proxy Statement dated April 16, 2012 (commonly known as “Say-on-Pay”).
This proposal received the following votes and wasapproved:
| For | Against | Abstain | Broker Non-vote | |||
375,500,751 | 325,665 | 3,835,657 | 1,324,668 |
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, thereto duly authorized.
United States Cellular Corporation | |
(Registrant) | |
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Date: | May 18, 2012 |
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By: | /s/ Steven T. Campbell |
| Steven T. Campbell |
| Executive Vice President – Finance, |
| Chief Financial Officer and Treasurer |