Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of the United States Cellular Corporation (“U.S. Cellular”) Compensation Plan for Non-Employee Directors (the “Director Plan”):
On March 6, 2012, the U.S. Cellular board of directors approved an amendment of the Director Plan to increase the amount of the annual cash retainer from $55,000 to $80,000 and to increase the amount of the annual stock award from $55,000 to $80,000.
This amendment was made effective as of March 1, 2012.
This increase was based on a review of director compensation paid by other comparable companies and other relevant considerations and was intended to more closely align the compensation paid to non-employee directors with such comparable companies.
The purpose of the Director Plan is to provide appropriate compensation to non-employee directors for their service to U.S. Cellular and to ensure that qualified persons serve as non-employee members of the U.S. Cellular Board.
Other terms of the Director Plan have not changed and are described under “Director Compensation” in the U.S. Cellular definitive proxy statement dated April 14, 2011, as filed with the SEC on Schedule 14A on April 14, 2011 which is incorporated by reference herein.
The foregoing description of the Director Plan before the above amendment, is qualified in its entirety by reference to the Director Plan, which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits
In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits filed herewith are set forth on the Exhibit Index attached hereto.