Telephone and Data : TDS 2024 Proxy Statement

TELEPHONE AND DATA SYSTEMS, INC.

30 North LaSalle Street

Suite 4000

Chicago, Illinois 60602

Phone: [phone]

April 19, 2024

Dear Shareholders

You are cordially invited to attend the 2024 annual meeting of shareholders ("2024 Annual Meeting") of Telephone and Data Systems, Inc. ("TDS" or the "Company") on Wednesday, May 22, 2024, at 9:00 a.m., Central Time, at Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois.

The formal Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement ("2024 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2023 Annual Report to Shareholders ("2023 Annual Report"). At our 2024 Annual Meeting, shareholders are being asked to take the following actions:

1. elect the director nominees named in the attached 2024 Proxy Statement;
2. ratify the selection of independent registered public accountant for the current fiscal year;
3. approve an amendment to the 2022 Long-Term Incentive Plan to authorize additional Common Shares available for issuance under the plan;
4. approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2024 Proxy Statement (commonly known as "Say-on-Pay"); and
5. consider a proposal submitted by a shareholder.

Your Board of Directors recommends a vote "FOR" its nominees for election as directors, "FOR" the proposal to ratify accountants, "FOR" the proposal to amend the 2022 Long-Term Incentive Plan, "FOR" approval of the Say-on-Pay proposal, and "AGAINST" the proposal submitted by a shareholder.

We would like to have as many shareholders as possible represented at the 2024 Annual Meeting. Therefore, whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card(s), or vote on the Internet in accordance with the instructions set forth on the proxy card(s).

Very truly yours,

LeRoy T. Carlson, Jr.	Walter C. D. Carlson
President and Chief Executive Officer	Chair of the Board

2023 was a dynamic year for the TDS Family of Businesses

Strategic actions designed to advance our mission

We made significant investments in 2023 aimed at strengthening our competitive position and furthering the efficiency of our operations. We are confident that the strategic actions we have taken will enable us to advance our mission of providing outstanding communications services to our customers and to meet the needs of our shareholders, our associates, and our communities.

Announced decision to initiate process to explore strategic alternatives for UScellular

In August, the boards of directors of TDS and UScellular decided to initiate a process to explore strategic alternatives for UScellular. At the time of this proxy's printing, the review remains active and ongoing.

Loss of long-time board member Clarence Davis

It is with great sadness that we note the passing of long-time Board member Clarence A. Davis. Mr. Davis joined the Board in 2009 and provided outstanding and distinguished service to TDS. The TDS Board is grateful for his contributions and he will be missed.

Committed to our customers and our shareholders TDS strives to maintain a financially secure foundation for the enterprise. This allows each of our businesses to pursue growth opportunities and capital allocation priorities that are intended to strengthen their competitive positions, improve customer satisfaction and provide returns for our shareholders over time.

Thank-you to our shareholders for your continuing support of long-term growth strategies.

	2024 Proxy Statement Summary
Annual Meeting Information
Time and Date	May 22, 2024 at 9:00 a.m. Central Time
Place	Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603
Record Date	April 11, 2024
Webcast	www.tdsinc.com/events-and-presentations
Proposal 1-Director Nominees

Our Board of Directors has nominated 11 directors for election at the 2024 Annual Meeting (Proposal Item No. 1) beginning on page 6. Each of the nominees brings a broad range of experiences and skills to provide effective oversight of the Board. See biographies on pages 7-12. The Board of Directors unanimously recommends that you vote "FOR" the nominees.

Our 2024 Director Nominees
							Board Committee
							Composition
			Race/	Director
Name	Age	Gender	Ethnicity	Since	Independent	AC	CHRC CGNC	TAG
James W. Butman**	66	M	W	2018
President and CEO, TDS
Telecommunications LLC (TDS
Telecom), a wholly-owned subsidiary
of TDS
LeRoy T. Carlson, Jr.**	77	M	W	1968			x	C
President and CEO, TDS
Letitia G. Carlson, MD**	63	F	W	1996
Physician and Clinical Professor at
George Washington University
Medical Faculty Associates
Prudence E. Carlson**	72	F	W	2008
Private Investor
Walter C. D. Carlson**	70	M	W	1981			C
Senior Counsel at Sidley Austin LLP
Kimberly D. Dixon*	61	F	W	2017	x	x	x	x
Former Executive Vice President and
Chief Operating Officer at FedEx
Office
Christopher D. O'Leary**	64	M	W	2006	x	x	C	x
Senior Advisor, Twin Ridge Capital
Management
George W. Off*	77	M	W	1997	x	C	x	x
Former Chair and CEO of Checkpoint
Systems, Inc.
Wade Oosterman*	63	M	W	2019	x	x	x
Former President, Bell Media and Vice
Chair, BCE & Bell
Vicki L. Villacrez**	62	F	W	August
Executive Vice President and Chief				2023
Financial Officer of TDS
Dirk S. Woessner*	55	M	W	2022	x		x
Senior Vice President at Warburg
Pincus, LLC
* To be elected by Common Shares	** To be elected by Series A Common Shares

M - Male; F - Female; W - White; C - Chair; AC - Audit Committee; CHRC - Compensation and Human Resources Committee; CGNC - Corporate Governance and Nominating Committee; TAG - Technology Advisory Group Committee.

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TDS believes a well-balanced board is composed of a mix of professional backgrounds, ages, diversity attributes and tenure.

2024 Director Nominees

Managing the Company for long-term sustainability and growth

TDS is controlled by the family that founded the Company over 50 years ago. While we understand this structure is not typical for public companies in the United States, it has provided TDS the ability to make investments that may have longer-term benefits for all stakeholders, achieving business stability and a positive culture for our people.

The TDS Board is currently composed of 5 independent and 6 non-independent Board members. We believe this board structure is appropriate given the specific characteristics and circumstances of TDS, which are more fully described under "Corporate Governance - Board Leadership Structure" below.

An Engaged Board at December 31, 2023

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Summary of Independent Director Board Skills

The table below summarizes the key skills of our independent directors as of December 31, 2023, that are most relevant to their board service. The fact that a specific skill is not designated does not mean the director does not possess that skill or expertise. The skills highlighted below are those reviewed by the Corporate Governance and Nominating Committee as part of its ongoing Board refreshment planning process.

					Public
	Senior	Sales and	Industry	Risk/	Company	Global
	Leadership	Marketing	Experience	Financial	Boards	Perspective
Kimberly D. Dixon	x	x	x	x		x
Christopher D. O'Leary	x	x		x	x	x
George W. Off	x	x		x	x	x
Wade Oosterman	x	x	x	x	x	x
Dirk S. Woessner	x	x	x	x	x	x

Proposal 2-Independent Public Accountant

As a matter of good corporate governance and consistent with our past practices, we are requesting shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board of Directors and Audit Committee unanimously recommends that you vote "FOR" this proposal.

Proposal 3-Approve an amendment to the TDS 2022 Long-Term Incentive Plan (the "2022 LTIP") to authorize additional Common Shares for issuance under the 2022 LTIP

The Board of Directors believes that equity awards align management's interest with those of shareholders. We are requesting shareholders to approve an amendment to the 2022 LTIP to authorize 7 million additional Common Shares available for issuance under the plan. The Board of Directors recommends that you vote "FOR" this proposal.

Proposal 4-Approve, on an advisory basis, the compensation of named executive officers ("Say-on-Pay")

Executive Compensation Programs

Our executive compensation programs are designed to attract and retain high quality executives. We believe that our compensation practices are transparent and reflect our commitment to align compensation with our business strategy and our short- and long-term performance.

Compensation Beliefs

• Compensation should be attractive and fiscally responsible
• Compensation is a mix of salary, cash bonuses and equity-basedlong-term incentive awards
• Performance share units are an important part of long-term equity mix
• Link individual compensation with attainment of business unit and individual performance goals
• Compensation programs designed to motivate executive officers to act in the long-term interests of TDS
• CHRC utilizes services of both an independent compensation consultant (Compensation Strategies) and TDS' compensation consultant (Willis Towers Watson)
• Few perquisites

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

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Proposal 5-Shareholder Proposal

As required by the rules of the SEC, the 2024 Proxy Statement includes a proposal submitted by a shareholder of TDS calling for the Board of Directors to take steps to adopt a plan for all of TDS' outstanding stock to have one vote per share. The Board of Directors unanimously recommends that you vote "AGAINST" this proposal.

Communicating with Board of Directors

Any interested party with germane matters can communicate with an individual director or the full Board of Directors by contacting TDS' Corporate Secretary at the address below.

How can I Contact TDS' Corporate Secretary?

You can contact her at Jane W. McCahon, Corporate Secretary, Telephone and Data Systems, Inc., 30 N. LaSalle Street, Suite 4000, Chicago, IL 60602 or at [e-mail].

Governance Documents

Governance documents, such as the Corporate Governance Guidelines, the Board committee charters, and the Officer & Director Code of Conduct can be found in the Corporate Governance section of www.tdsinc.com/governance/governance- documents.

These documents are also available at no cost by submitting a request in writing to the Corporate Secretary at the address above.

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS AND 2024 PROXY STATEMENT

TO THE SHAREHOLDERS OF

TELEPHONE AND DATA SYSTEMS, INC.

The 2024 Annual Meeting of Telephone and Data Systems, Inc., a Delaware corporation, will be held at Sidley Austin LLP, One South Dearborn, Chicago, Illinois on Wednesday, May 22, 2024, at 9:00 a.m., Central Time for the following purposes:

1. To elect the director nominees named in this proxy statement.
2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accountants for the year ending December 31, 2024.
3. To approve an amendment to the TDS 2022 LTIP to authorize an additional 7 million Common Shares available for issuance under the plan.
4. To approve, on an advisory basis, the compensation of our named executive officers as disclosed herein (commonly known as "Say-on-Pay").
5. If properly presented at the 2024 Annual Meeting, to consider and vote upon a proposal submitted by a shareholder of TDS calling for the Board of Directors to take steps to adopt a plan for all of TDS' outstanding stock to have one vote per share.
6. To transact such other business as may properly be brought before the meeting or any postponement, adjournment or recess thereof by or at the direction of the Board of Directors.

Your Board of Directors recommends a vote "FOR" each of the nominees for election as directors, "FOR" the proposal to ratify accountants, "FOR" approval of an amendment to the 2022 Long-Term Incentive Plan, "FOR" approval of the Say-on-Pay proposal, and "AGAINST" the proposal submitted by a shareholder.

We have fixed the close of business on April 11, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2024 Annual Meeting or any postponement, adjournment or recess thereof.

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TELEPHONE AND DATA SYSTEMS, INC.
2024 PROXY STATEMENT
TABLE OF CONTENTS
QUESTIONS AND ANSWERS	1
PROPOSAL 1: ELECTION OF DIRECTORS	6
CORPORATE GOVERNANCE	13
EXECUTIVE OFFICERS	21
Code of Business Conduct and Ethics for Officers and Directors	21
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
FEES PAID TO PRINCIPAL ACCOUNTANTS	22
AUDIT COMMITTEE REPORT	23
PROPOSAL 3: AMENDMENT OF TELEPHONE AND DATA SYSTEMS, INC. 2022 LONG-TERM INCENTIVE PLAN	24
PROPOSAL 4: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	31
EXECUTIVE AND DIRECTOR COMPENSATION	32
Compensation Discussion and Analysis	32
Compensation and Human Resources Committee Report	49
Risks from Compensation Policies and Practices	49
Compensation Tables	50
2023 Summary Compensation Table	50
2023 Grants of Plan-Based Awards	53
2023 Outstanding Equity Awards at Fiscal Year-End	55
2023 Option Exercises and Stock Vested	58
2023 Nonqualified Deferred Compensation	59
2023 Table of Potential Payments upon Termination or Change in Control	62
CEO Pay Ratio	64
Pay Versus Performance	64
2023 Director Compensation	67
TDS Compensation and Human Resources Committee Interlocks and Insider Participation	68
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	69
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	72
PROPOSAL 5: SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER VOTING RIGHTS	73
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING	75
OTHER MATTERS	75
SOLICITATION OF PROXIES	75
FINANCIAL AND OTHER INFORMATION	75
OTHER BUSINESS	76

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We are first sending this Notice of the 2024 Annual Meeting of Shareholders and 2024 Proxy Statement and proxy card, together with our 2023 Annual Report, on or about April 19, 2024 to all stockholders.

QUESTIONS AND ANSWERS

The following are questions and answers relating to the actions being taken at the 2024 Annual Meeting and do not include all of the information that may be important to you. You should carefully read this entire Proxy Statement and not rely solely on the following questions and answers.

What matters are being presented at the 2024 Annual Meeting?

A summary of the matters being presented and important voting information is provided below:

					Effect of
	Board's	Voting	Vote	Effect of	Broker Non-	Page
Voting Matters	Recommendations	Options	Required	Abstentions	Votes	Reference
1. Election of Directors	FOR all nominees	For or	*	N/A	No effect	6
		Withhold
• Four director nominees		authority
elected by holders of		to vote for
Common Shares		such
		director
• Seven director nominees		nominee
elected by holders of Series
A Common Shares
2. Ratify independent	FOR	For,	**	Will have the	N/A	22
registered public accountants		Against, or		same effect as
		Abstain		a vote against
3. Approve an amendment to	FOR	For,	***	***	No effect	24
the 2022 Long-Term Incentive		Against, or
Plan		Abstain
4. Approve, on an advisory	FOR	For,	**	Will have the	No effect	31
basis, the compensation of		Against, or		same effect as
named executive officers		Abstain		a vote against
("Say-on-Pay")
5. Proposal submitted by a	AGAINST	For,	**	Will have the	No effect	73
shareholder		Against, or		same effect as
		Abstain		a vote against

• Directors will be elected by a plurality of the votes cast by the class or group of shareholders entitled to vote in the election of such directors which are present in person or represented by proxy at the meeting and a withhold vote will have no legal effect in the election of the directors.

• The approval of Proposals 2, 4, and 5 will require the affirmative vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on the applicable proposal which are present in person or represented by proxy at the meeting.

***The approval of Proposal 3 will require the affirmative vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on this item which are present in person or represented by proxy at the meeting, and abstentions will have the same effect as a vote against this item. To be approved for purposes of the New York Stock Exchange ("NYSE") listing rules, Proposal 3 must receive the affirmative vote of the majority of votes cast with respect to this matter at the meeting, meaning the number of cast "for" must exceed the number of votes cast "against", and, for purposes of the NYSE standard, abstentions will have no effect.

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Proposal 1-Election of Directors

Under TDS' Restated Certificate of Incorporation, as amended, the terms of all directors will expire at the 2024 Annual Meeting.

Holders of Series A Common Shares, voting as a group, will vote upon the election of seven directors. Your Board of Directors has nominated the following persons for election by the holders of Series A Common Shares: James W. Butman, LeRoy T. Carlson, Jr., Letitia G. Carlson, MD, Prudence E. Carlson, Walter C. D. Carlson, Christopher D. O'Leary, and Vicki L. Villacrez.

Holders of Common Shares will vote upon the election of four directors. Your Board of Directors has nominated the following persons for election by the holders of Common Shares: Kimberly D. Dixon, George W. Off, Wade Oosterman, and Dirk S. Woessner.

None of the nominees have been nominated pursuant to any agreement or other arrangement.

Proposal 2-Ratification of Independent Registered Public Accounting Firm for 2024

As a matter of good corporate governance and consistent with our past practices, shareholders are being asked to ratify PricewaterhouseCoopers LLP ("PwC") for the year ending December 31, 2024.

Proposal 3-Amendment to TDS 2022 LTIP to Authorize 7 Million Additional Common Shares Available for Issuance Under Plan

Shareholders are being asked to approve an amendment to the TDS 2022 LTIP to authorize 7 million additional Common Shares for issuance under the plan.

Proposal 4-Advisory Vote on Executive Compensation or "Say-on-Pay"

Shareholders are being asked to approve, on an advisory basis, the compensation of our named executive officers for 2023.

Proposal 5-Proposal Submitted by a Shareholder

In accordance with SEC rules, this 2024 Proxy Statement includes a proposal submitted by a shareholder of TDS calling for the Board of Directors to take steps to adopt a plan for all of TDS' outstanding stock to have one vote per share.

What is the record date for the meeting?

The close of business on April 11, 2024 is the record date for the determination of shareholders entitled to notice of, and to vote at, the 2024 Annual Meeting or any postponement, adjournment or recess thereof.

A complete list of shareholders entitled to vote at the Annual Meeting will be made available at the offices of TDS, 30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602, for examination by any shareholder, for any purpose germane to the 2024 Annual Meeting, during normal business hours in the ten days prior to the Annual Meeting.

How can I contact TDS' Corporate Secretary?

You can contact her at Jane W. McCahon, Corporate Secretary, Telephone and Data Systems, Inc., 30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602 or by email at [e-mail].

What shares of stock entitle holders to vote at the meeting?

The following classes of stock are entitled to vote at the meeting:

• Common Shares
• Series A Common Shares

The Common Shares are listed on the NYSE under the symbol "TDS".

There is generally no public trading of the Series A Common Shares but the Series A Common Shares are convertible on a share-for-share basis into Common Shares.

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