SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): May 26, 2016 |
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TELEPHONE AND DATA SYSTEMS, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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001-14157 |
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36-2669023 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer Identification No.) |
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incorporation or organization) |
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File Number) |
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30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 |
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(Address of principal executive offices) (Zip code) |
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Registrant's telephone number, including area code: (312) 630-1900 |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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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 (see General Instruction A.2. below): |
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□ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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□ |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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□ |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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□ |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders on May 26, 2016, the following number of votes were cast for the matters indicated.
- Election of Directors.
The following directors received the following votes and were elected:
- For the election of eight Directors of TDS by the holders of Series A Common Shares and Preferred Shares:
Nominee |
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For |
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Withhold |
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Broker Non-vote |
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LeRoy T. Carlson, Jr. |
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71,159,473 |
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- |
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9,020 |
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Letitia G. Carlson, M.D. |
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71,159,473 |
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- |
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9,020 |
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Prudence E. Carlson |
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71,159,473 |
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- |
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9,020 |
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Walter C.D. Carlson |
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71,159,473 |
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- |
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9,020 |
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Kenneth R. Meyers |
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71,159,473 |
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- |
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9,020 |
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Christopher D. O'Leary |
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71,159,473 |
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- |
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9,020 |
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Herbert S. Wander |
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71,159,473 |
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- |
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9,020 |
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David A. Wittwer |
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71,159,473 |
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- |
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9,020 |
- For the election of four Directors of TDS by the holders of Common Shares:
Nominee |
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For |
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Withhold |
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Broker Non-vote |
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Clarence A. Davis |
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87,074,300 |
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5,538,654 |
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3,583,642 |
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George W. Off |
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74,548,686 |
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18,064,268 |
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3,583,642 |
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Mitchell H. Saranow |
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76,697,723 |
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15,915,231 |
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3,583,642 |
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Gary L. Sugarman |
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87,059,066 |
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5,553,888 |
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3,583,642 |
- Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2016.
This proposal received the following votes and was approved:
For |
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Against |
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Abstain |
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Broker Non-vote |
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122,991,356 |
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224,844 |
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19,855 |
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- |
- Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS‘ Proxy Statement dated April 13, 2016 (commonly known as “Say-on-Pay”).
This proposal received the following votes and was approved:
For |
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Against |
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Abstain |
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Broker Non-vote |
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119,556,166 |
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1,615,692 |
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115,487 |
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1,948,709 |
- Shareholder Proposal to recapitalize TDS’ outstanding stock to have an equal vote per share.
This proposal received the following votes and was defeated:
For |
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Against |
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Abstain |
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Broker Non-vote |
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36,141,059 |
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85,063,584 |
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82,703 |
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1,948,709 |
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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. |
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Telephone and Data Systems, Inc. |
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(Registrant) |
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Date: |
June 1, 2016 |
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By: |
/s/ Douglas D. Shuma |
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Douglas D. Shuma |
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Senior Vice President-Finance and Chief Accounting Officer |
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(principal financial officer and principal accounting officer) |
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