Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Shareholders of
The 2020 Incentive Plan will be administered by a committee selected by the TDS Board of Directors and made up of two or more members of the TDS Board of Directors, each of whom is intended to be a "Non-Employee Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. Participants in the 2020 Incentive Plan will consist of certain employees of TDS and certain of its affiliates selected by the committee in its sole discretion.
The 2020 Incentive Plan will terminate as of the first annual meeting of TDS'
stockholders to occur on or after
Other terms of the 2020 Incentive Plan, including material terms of performance
goals under such plan, are set forth under Proposal 3 of the TDS definitive
proxy statement dated
The foregoing description is qualified in its entirety by reference to the 2020 Incentive Plan, which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders on
1.Election of Directors.
The following directors received the following votes and were elected:
a. For the election of eight Directors of TDS by the holders of Series A Common Shares: Nominee For Withhold Broker Non-vote James W. Butman 72,243,674 - 1,040 LeRoy T. Carlson, Jr. 72,243,674 - 1,040 Letitia G. Carlson, M.D. 72,243,674 - 1,040 Prudence E. Carlson 72,243,674 - 1,040 Walter C. D. Carlson 72,243,674 - 1,040 Kimberly D. Dixon 72,243,674 - 1,040 Kenneth R. Meyers 72,243,674 - 1,040 Christopher D. O'Leary 72,243,674 - 1,040
b. For the election of four Directors of TDS by the holders of Common Shares:
Nominee For Withhold Broker Non-vote Clarence A. Davis 87,952,166 6,645,674 4,178,032 George W. Off 70,789,064 23,808,776 4,178,032 Wade Oosterman 77,661,709 16,936,130 4,178,032 Gary L. Sugarman 87,695,199 6,902,641 4,178,032
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2.Proposal to ratify the selection of
The proposal received the following votes and was approved:
For Against Abstain Broker Non-vote 122,589,139 408,041 90,538 -
3.Proposal to approve the
The proposal received the following votes and was approved:
For Against Abstain Broker Non-vote 119,754,270 1,136,636 45,210 2,151,603
4.Proposal to approve, on an advisory basis, the compensation of our named
executive officers as disclosed in TDS' Proxy Statement dated
The proposal received the following votes and was approved:
For Against Abstain Broker Non-vote 119,523,304 1,237,893 174,919 2,151,603
5.Shareholder Proposal to recapitalize TDS' outstanding stock to have an equal vote per share.
The proposal received the following votes and was defeated:
For Against Abstain Broker Non-vote
43,174,719 77,625,462 135,934 2,151,603
Item 9.01. Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit Number Description of Exhibit 10.1Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan, is hereby incorporated by reference from Exhibit A to the TDS definitive proxy statement datedApril 8, 2020 , which was filed with theSEC on Schedule 14A onApril 8, 2020 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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