0001051512false00010515122024-05-222024-05-220001051512us-gaap:CommonClassBMember2024-05-222024-05-220001051512us-gaap:PreferredStockMember2024-05-222024-05-220001051512tds:PreferredStockMember2Member2024-05-222024-05-22

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2024
tdslogoa14.jpg
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14157 36-2669023
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (312) 630-1900

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Shares, $.01 par valueTDSNew York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par valueTDSPrUNew York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par valueTDSPrVNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


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 22, 2024, based on the below voting results, the shareholders of TDS approved an amendment (the Amendment) to the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan (the 2022 Incentive Plan).

The Amendment increases the number of Common Shares reserved for issuance under the 2022 Incentive Plan by 7 million Common Shares to 12 million Common Shares. The Amendment does not modify the 2022 Incentive Plan except to increase the Common Shares reserved for issuance.

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 19, 2024, as filed with the SEC on Schedule 14A on April 19, 2024, which are incorporated by reference herein.

The foregoing description is qualified in its entirety by reference to the 2022 Incentive Plan and the Amendment to the 2022 Incentive Plan, which are 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 22, 2024, 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 seven Directors of TDS by the holders of Series A Common Shares:

NomineeForWithholdBroker Non-vote
James W. Butman75,294,42831,37220,040
LeRoy T. Carlson, Jr.75,296,20029,60020,040
Letitia G. Carlson, M.D.75,296,20029,60020,040
Prudence E. Carlson75,296,20029,60020,040
Walter C. D. Carlson75,296,20029,60020,040
Christopher D. O'Leary75,325,800—20,040
Vicki L. Villacrez75,294,42831,37220,040

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

NomineeForWithholdBroker Non-vote
Kimberly D. Dixon82,173,8224,933,0715,932,727
George W. Off38,550,99948,555,8945,932,727
Wade Oosterman82,710,8604,396,0335,932,727
Dirk S. Woessner82,645,7864,461,1075,932,727




2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2024.
    
The proposal received the following votes and was approved:

ForAgainstAbstainBroker Non-vote
124,894,1851,163,39127,421—
    
3.Proposal to approve an amendment to the TDS 2022 Long-Term Incentive Plan to authorize an additional 7 million Common Shares available for issuance under the plan.

The proposal received the following votes and was approved:

ForAgainstAbstainBroker Non-vote
110,395,18412,329,066105,2943,255,453

4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 19, 2024 (commonly known as "Say-on-Pay").
    
The proposal received the following votes and was approved:

ForAgainstAbstainBroker Non-vote
94,130,87128,587,228111,4453,255,453

5.The shareholder proposal to recapitalize TDS' outstanding stock to have an equal vote per share was not voted on because it was not properly presented at the meeting, as neither the shareholder proponent nor their designee was in attendance.

Item 9.01. Financial Statements and Exhibits
(d)   The following exhibits are being filed herewith:


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  TELEPHONE AND DATA SYSTEMS, INC.
  
    
Date:May 23, 2024By:/s/ Vicki L. Villacrez
   Vicki L. Villacrez
   Executive Vice President and Chief Financial Officer
   
    
    

v3.24.1.1.u2
Document and Entity Information Statement
May 22, 2024
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name TELEPHONE AND DATA SYSTEMS, INC.
Entity Central Index Key 0001051512
Entity Incorporation, State or Country Code DE
Entity File Number 001-14157
Entity Tax Identification Number 36-2669023
Entity Address, Address Line One 30 North LaSalle Street, Suite 4000
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60602
City Area Code (312)
Local Phone Number 630-1900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Shares  
Title of 12(b) Security Common Shares, $.01 par value
Trading Symbol TDS
Security Exchange Name NYSE
Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value  
Title of 12(b) Security Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value
Trading Symbol TDSPrU
Security Exchange Name NYSE
Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value  
Title of 12(b) Security Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value
Trading Symbol TDSPrV
Security Exchange Name NYSE
Telephone and Data Systems (NYSE:TDS)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Telephone and Data Systems Charts.
Telephone and Data Systems (NYSE:TDS)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Telephone and Data Systems Charts.