TDS Reports Director Changes and Compensation Updates
Ticker: TDS-PV · Form: 8-K · Filed: May 23, 2024 · CIK: 1051512
| Field | Detail |
|---|---|
| Company | Telephone & Data Systems Inc /De/ (TDS-PV) |
| Form Type | 8-K |
| Filed Date | May 23, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, officer-compensation, board-changes
Related Tickers: TDS
TL;DR
TDS board shakeup: Director out, new ones in, comp changes filed.
AI Summary
On May 22, 2024, Telephone and Data Systems, Inc. (TDS) filed an 8-K reporting on several key events. These include the departure of director Steven J. Shutter, the election of new directors, and changes in officer compensation arrangements. The filing also covers the submission of matters to a vote of security holders and the filing of financial statements and exhibits.
Why It Matters
This filing signals potential shifts in the company's governance and executive compensation structure, which could impact strategic decisions and investor confidence.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance matters and does not indicate any immediate financial distress or significant operational changes.
Key Numbers
- 001-14157 — SEC File Number (Identifies the company's filing history with the SEC.)
- 36-2669023 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Telephone and Data Systems, Inc. (company) — Registrant
- Steven J. Shutter (person) — Departing Director
- May 22, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 30 North LaSalle Street, Suite 4000, Chicago, IL 60602 (address) — Company Business and Mail Address
FAQ
Who has departed from the board of directors?
Steven J. Shutter has departed from the board of directors as of May 22, 2024.
What are the main items reported in this 8-K?
The 8-K reports on the departure of a director, election of directors, changes in officer compensation, submission of matters to a vote of security holders, and financial statements/exhibits.
When was the earliest event reported?
The earliest event reported in this filing occurred on May 22, 2024.
What is the company's state of incorporation and fiscal year end?
The company is incorporated in Delaware and its fiscal year ends on December 31.
What is the company's primary business address?
The company's business address is 30 North LaSalle Street, Suite 4000, Chicago, IL 60602.
Filing Stats: 1,050 words · 4 min read · ~4 pages · Grade level 9.8 · Accepted 2024-05-23 16:37:03
Filing Documents
- tds-20240522.htm (8-K) — 62KB
- tds-20240522_g1.jpg (GRAPHIC) — 19KB
- 0001051512-24-000036.txt ( ) — 281KB
- tds-20240522.xsd (EX-101.SCH) — 3KB
- tds-20240522_def.xml (EX-101.DEF) — 16KB
- tds-20240522_lab.xml (EX-101.LAB) — 29KB
- tds-20240522_pre.xml (EX-101.PRE) — 16KB
- tds-20240522_htm.xml (XML) — 5KB
07. Submission of Matters to a Vote of Security Holders
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: Nominee For Withhold Broker Non-vote James W. Butman 75,294,428 31,372 20,040 LeRoy T. Carlson, Jr. 75,296,200 29,600 20,040 Letitia G. Carlson, M.D. 75,296,200 29,600 20,040 Prudence E. Carlson 75,296,200 29,600 20,040 Walter C. D. Carlson 75,296,200 29,600 20,040 Christopher D. O'Leary 75,325,800 — 20,040 Vicki L. Villacrez 75,294,428 31,372 20,040 b. For the election of four Directors of TDS by the holders of Common Shares: Nominee For Withhold Broker Non-vote Kimberly D. Dixon 82,173,822 4,933,071 5,932,727 George W. Off 38,550,999 48,555,894 5,932,727 Wade Oosterman 82,710,860 4,396,033 5,932,727 Dirk S. Woessner 82,645,786 4,461,107 5,932,727 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 : For Against Abstain Broker Non-vote 124,894,185 1,163,391 27,421 — 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 : For Against Abstain Broker Non-vote 110,395,184 12,329,066 105,294 3,255,453 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 : For Against Abstain Broker Non-vote 94,130,871 28,58
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit Number Description of Exhibits 10.1 Amendment One to the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan and Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan, are hereby incorporated by reference from Exhibit A and Exhibit B, respectively, to the TDS definitive proxy statement dated April 19, 2024, which was filed with the SEC on Schedule 14A on April 19, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
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, 2024 By: /s/ Vicki L. Villacrez Vicki L. Villacrez Executive Vice President and Chief Financial Officer