Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of Directors

On November 29, 2022, the following persons were elected as Series A Common Share Directors of the board of directors (the "Board") of United States Cellular Corporation (the "Company"), effective January 1, 2023:

James W. Butman, President and Chief Executive Officer of TDS Telecommunications LLC, a wholly-owned subsidiary of Telephone and Data Systems, Inc. ("TDS"), the Company's parent.

Douglas W. Chambers, Executive Vice President, Chief Financial Officer and Treasurer of the Company.

Messrs. Butman and Chambers were elected as Series A Common Share Directors by TDS, as the sole holder of the Company's Series A Common Shares.

There are no arrangements or understandings between Messrs. Butman and Chambers and any other person pursuant to which each was selected as a director, and neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Reclassification of Harry J. Harczak, Jr. to a Common Share Director

Harry J. Harczak, Jr. is currently a Series A Common Share Director. On November 29, 2022, the Board redesignated Harry J. Harczak, Jr. as a Common Share Director effective January 1, 2023.

Mr. Harczak will continue to serve on the Audit Committee.

Modification of Equity Awards for Deirdre C. Drake

As previously disclosed, Deirdre C. Drake, Executive Vice President - Chief People Officer and Head of Communications of the Company, will retire as an officer of the Company effective January 2, 2023 but will continue to serve as a member of the Board. On November 28, 2022, the Company's Long-Term Incentive Compensation Committee approved amendments to Ms. Drake's 2020 restricted stock unit (RSU) awards (20,118 common shares) and performance share unit (PSU) awards (21,685 common shares) to allow such awards to vest on April 6, 2023, provided that Ms. Drake continues to serve on the Board on such date. In the absence of such amendments, such 2020 RSU and PSU awards would have terminated upon Ms. Drake's retirement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 29, 2022, the Board adopted amended and restated bylaws of the Company (the bylaws, as so amended, the "Amended Bylaws"), effective January 1, 2023. Section 2.2 of the Amended Bylaws sets a range of between nine and fifteen members to serve on the Board and specifies that the number of members shall be set by resolution of the Board. Accordingly, on November 29, 2022, the Board set the number of members of the Board at 13 effective January 1, 2023, an increase from the current size of 11 members.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:



Exhibit Number                 Description of Exhibits
3.1                              Amended and Restated Bylaws, as adopted on November 29, 2022.
104                            Cover Page Interactive Data File - the cover page XBRL tags are
                               embedded within the Inline XBRL document.

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