Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2021, Letitia Long was appointed to the Board of Directors (the
"Board") of T-Mobile US, Inc. (the "Company"), effective immediately. Ms. Long
was selected as a designee of the Nominating and Corporate Governance Committee
of the Board (the "Committee") pursuant to that certain Second Amended and
Restated Stockholders' Agreement, dated June 22, 2020, by and among the Company,
Deutsche Telekom AG and SoftBank Group Corp. Ms. Long was also appointed to the
Committee, effective immediately. In addition, Ms. Long will serve as the
National Security Director of the Company, pursuant to the Company's national
security commitments made in connection with the Company's merger with Sprint
Corporation. Ms. Long is filling the role that was previously held by Stephen
Kappes, who resigned from the Board and his role as National Security Director
of the Company on April 6, 2021.
In connection with her appointment to the Board, Ms. Long was granted an award
of 1,565 restricted stock units under the Company's 2013 Omnibus Incentive Plan,
which will vest on the one-year anniversary of the Company's 2021 annual
stockholders meeting, subject to continued Board service through the vesting
date. Ms. Long will also receive cash compensation in accordance with the
Company's non-employee director compensation program.
Item 7.01. Regulation FD Disclosure
On June 24, 2021, the Company issued a press release announcing the appointment
of Ms. Long to the Board. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01, including Exhibit 99.1, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release, dated June 24, 2021
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101).
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