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 Telephone and Data Systems, Inc. (TDS) held on May 21, 2020, based on the below voting results, the shareholders of TDS approved the Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan (the 2020 Incentive Plan). The purposes of the 2020 Incentive Plan are to: (i) align the interests of the shareholders of TDS and the recipients of awards under the 2020 Incentive Plan by increasing the proprietary interest of such recipients in TDS' growth and success; (ii) advance the interests of TDS by attracting and retaining officers and other employees of TDS and certain of its affiliates; and (iii) motivate such persons to act in the long-term best interests of TDS and TDS' shareholders. A total of 5 million Common Shares are reserved for issuance under the 2020 Incentive Plan. Under the 2020 Incentive Plan, TDS is authorized to grant incentive stock options, nonqualified stock options, stock appreciation rights, bonus stock awards, restricted stock awards, restricted stock unit awards, other stock-based awards, performance share awards and employer match awards for deferred bonus payments.

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 May 21, 2030, unless terminated earlier by the TDS Board of Directors.

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 April 8, 2020, as filed with the SEC on Schedule 14A on April 8, 2020, which are incorporated by reference herein.

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 May 21, 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 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 PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2020.

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 Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan.

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 April 8, 2020 (commonly known as "Say-on-Pay").

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
10.1                         Telephone and Data Systems, Inc. 2020 Long-Term Incentive Plan, is
                           hereby incorporated by reference from Exhibit A to the TDS definitive
                           proxy statement dated April 8, 2020, which was filed with the SEC on
                           Schedule 14A on April 8, 2020.
104                        Cover Page Interactive Data File - the cover page XBRL tags are embedded
                           within the Inline XBRL document.

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