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 19, 2022, based on the below voting results, the shareholders of TDS
approved the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan (the
2022 Incentive Plan). The purposes of the 2022 Incentive Plan are: (i) to align
the interests of the stockholders of TDS and recipients of awards under the 2022
Incentive Plan by increasing the proprietary interest of such recipients in TDS'
growth and success; (ii) to advance the interests of TDS by attracting and
retaining officers and other employees of TDS and certain of its affiliates; and
(iii) to 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 2022
Incentive Plan. Under the 2022 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 and performance awards.

The 2022 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 2022 Incentive Plan will consist of certain employees of TDS and certain of
its affiliates selected by the committee in its sole discretion.

The 2022 Incentive Plan will terminate as of the first annual meeting of TDS'
shareholders to occur on or after May 19, 2032, unless terminated earlier by the
TDS Board of Directors.

Other terms of the 2022 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     6    , 202    2  , as filed with the SEC on
Schedule 14A on April 6, 2022, which are incorporated by reference herein.

The foregoing description is qualified in its entirety by reference to the 2022 Incentive Plan, which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 5.02.

United States Cellular Corporation 2022 Long-Term Incentive Plan

United States Cellular Corporation (UScellular), a subsidiary of TDS, filed a
Form 8-K dated May 17, 2022, which included shareholder approval of the
UScellular 2022 Long-Term Incentive Plan, which will be used to determine
compensation paid to the UScellular President and Chief Executive Officer (CEO).
Because UScellular is a principal business unit of TDS, the President and CEO of
UScellular is a named executive officer of TDS. Accordingly, the UScellular 2022
Long-Term Incentive Plan that was filed by UScellular is incorporated as an
Exhibit to this Form 8-K.

The provisions of the UScellular 2022 Long-Term Incentive Plan are described in, and filed as Exhibit 10.1, to UScellular's Form 8-K dated May 17, 2022 , which is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders on May 19, 2022, 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              73,232,587        -             980
LeRoy T. Carlson, Jr.        73,232,587        -             980
Letitia G. Carlson, M.D.     73,232,587        -             980
Prudence E. Carlson          73,232,587        -             980
Walter C. D. Carlson         73,232,587        -             980
Kimberly D. Dixon            73,232,587        -             980
Christopher D. O'Leary       73,232,587        -             980
Laurent C. Therivel          73,232,587        -             980




--------------------------------------------------------------------------------

b. For the election of four Directors of TDS by the holders of Common Shares:

      Nominee             For         Withhold    Broker Non-vote
Clarence A. Davis      94,618,077    3,228,026       4,570,603
George W. Off          54,681,023    43,165,079      4,570,603
Wade Oosterman         91,184,270    6,661,832       4,570,603
Dirk S. Woessner       91,534,501    6,311,602       4,570,603

2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2022.

The proposal received the following votes and was approved:



     For         Against     Abstain    Broker Non-vote
 126,091,521     489,063     52,336            -

3.Proposal to approve the TDS 2022 Long-Term Incentive Plan.

The proposal received the following votes and was approved:



     For         Against      Abstain    Broker Non-vote
 108,846,204    15,327,931    74,724        2,384,060

4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 6, 2022 (commonly known as "Say-on-Pay").

The proposal received the following votes and was approved:



     For         Against     Abstain    Broker Non-vote
 122,905,842    1,261,628    81,390        2,384,060

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

44,495,607 79,667,157 86,095 2,384,060

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:



Exhibit Number                 Description of Exhibits
10.1                             Telephone and Data Systems, Inc. 2022

Long-Term Incentive Plan, is


                               hereby incorporated by reference from

Exhibit A to the TDS definitive


                               proxy statement dated April 6, 2022, which was filed with the SEC on
                               Schedule 14A on April 6, 2022.

10.2                             United States Cellular Corporation 2022 Long-Term Incentive Plan, is
                               hereby incorporated by reference from Exhibit A to the UScellular
                               definitive proxy statement dated April 5, 2022, which was filed with
                               the SEC on Schedule 14A on April 5, 2022.

104                            Cover Page Interactive Data File - the cover page XBRL tags are
                               embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses