Telephone & Data Systems, Inc. Announces 2024 Annual Meeting of Shareholders

TL;DR

<b>Telephone & Data Systems, Inc. is holding its 2024 Annual Meeting of Shareholders on May 22, 2024, to vote on director elections and other corporate matters.</b>

AI Summary

TELEPHONE & DATA SYSTEMS INC /DE/ (TDS-PV) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. The 2024 annual meeting of shareholders for Telephone & Data Systems, Inc. (TDS) will be held on Wednesday, May 22, 2024, at 9:00 a.m. Central Time. The meeting will take place at Sidley Austin LLP in Chicago, Illinois. Shareholders will vote on the election of directors and other matters presented at the meeting. The proxy statement provides details on executive compensation, board structure, and corporate governance. TDS is a telecommunications company providing wireless, wireline, and cable services.

Why It Matters

For investors and stakeholders tracking TELEPHONE & DATA SYSTEMS INC /DE/, this filing contains several important signals. Shareholders have the opportunity to vote on the election of directors, which directly impacts the company's strategic direction and oversight. The proxy statement details executive compensation, providing transparency into how leadership is incentivized and rewarded, which can influence investor sentiment.

Risk Assessment

Risk Level: low — TELEPHONE & DATA SYSTEMS INC /DE/ shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, which is standard for publicly traded companies and does not contain new material financial or operational information.

Analyst Insight

Review the proposed director nominees and any shareholder proposals to inform voting decisions.

Key Numbers

• 2024 — Annual Meeting Year (2024 annual meeting of shareholders)
• May 22 — Meeting Date (Wednesday, May 22, 2024)
• 9:00 a.m. — Meeting Time (9:00 a.m., Central Time)

Key Players & Entities

• TELEPHONE & DATA SYSTEMS INC /DE/ (company) — Registrant name
• TDS (company) — Abbreviation for Telephone & Data Systems, Inc.
• May 22, 2024 (date) — Date of the 2024 annual meeting of shareholders
• Sidley Austin LLP (company) — Location of the 2024 annual meeting of shareholders
• Chicago, Illinois (location) — Location of the 2024 annual meeting of shareholders

FAQ

Industry Context

Telephone & Data Systems, Inc. operates in the telecommunications industry, providing a range of services including wireless, wireline, and cable.

Regulatory Implications

As a publicly traded company, TDS is subject to SEC regulations governing proxy solicitations and annual meetings, including the disclosure requirements of Schedule 14A.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Examine the details of executive compensation packages.
3. Understand any shareholder proposals and the board's recommendation.

Key Dates

• 2024-05-22: 2024 Annual Meeting of Shareholders — Shareholders will vote on director elections and other matters.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard annual proxy statement and does not represent a change from previous filings in terms of format or purpose.

Filing Documents

• tds-20240418.htm (DEF 14A) — 1630KB
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• tds-20240418_g16.jpg (GRAPHIC) — 367KB
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• tds-20240418_g9.jpg (GRAPHIC) — 69KB
• 0001051512-24-000027.txt (&nbsp;) — 7572KB
• tds-20240418.xsd (EX-101.SCH) — 3KB
• tds-20240418_def.xml (EX-101.DEF) — 5KB
• tds-20240418_lab.xml (EX-101.LAB) — 6KB
• tds-20240418_pre.xml (EX-101.PRE) — 4KB
• tds-20240418_htm.xml (XML) — 97KB

Executive Compensation Programs

Executive Compensation Programs Our executive compensation programs are designed to attract and retain high quality executives. We believe that our compensation practices are transparent and reflect our commitment to align compensation with our business strategy and our short- and long-term performance. Compensation Beliefs Compensation should be attractive and fiscally responsible Compensation is a mix of salary, cash bonuses and equity-based long-term incentive awards Performance share units are an important part of long-term equity mix Link individual compensation with attainment of business unit and individual performance goals Compensation programs designed to motivate executive officers to act in the long-term interests of TDS CHRC utilizes services of both an independent compensation consultant (Compensation Strategies) and TDS' compensation consultant (Willis Towers Watson) Few perquisites The Board of Directors unanimously recommends that you vote "FOR" this proposal. ii Table of Contents Proposal 5—Shareholder Proposal As required by the rules of the SEC, the 2024 Proxy Statement includes a proposal submitted by a shareholder of TDS calling for the Board of Directors to take steps to adopt a plan for all of TDS' outstanding stock to have one vote per share. The Board of Directors unanimously recommends that you vote "AGAINST" this proposal. Communicating with Board of Directors Any interested party with germane matters can communicate with an individual director or the full Board of Directors by contacting TDS' Corporate Secretary at the address below. How can I Contact TDS' Corporate Secretary? You can contact her at Jane W. McCahon, Corporate Secretary, Telephone and Data Systems, Inc., 30 N. LaSalle Street, Suite 4000, Chicago, IL 60602 or at jane.mccahon@tdsinc.com. Governance Documents Governance documents, such as the Corporate Governance Guidelines, the Board committee charters, and the Officer & Director Code of Conduct can b

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 69 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 72 PROPOSAL 5 : SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER VOTING RIGHTS 73 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2025 ANNUAL MEETING 75 OTHER MATTERS 75 SOLICITATION OF PROXIES 75 FINANCIAL AND OTHER INFORMATION 75 OTHER BUSINESS 76 vii Table of Contents We are first sending this Notice of the 2024 Annual Meeting of Shareholders and 2024 Proxy Statement and proxy card, together with our 2023 Annual Report, on or about April 19, 2024 to all stockholders. QUESTIONS AND ANSWERS The following are questions and answers relating to the actions being taken at the 2024 Annual Meeting and do not include all of the information that may be important to you. You should carefully read this entire Proxy Statement and not rely solely on the following questions and answers. What matters are being presented at the 2024 Annual Meeting? A summary of the matters being presented and important voting information is provided below: Voting Matters Board's Recommendations Voting Options Vote Required Effect of Abstentions Effect of Broker Non-Votes Page Reference 1. Election of Directors Four director nominees elected by holders of Common Shares Seven director nominees elected by holders of Series A Common Shares FOR all nominees For or Withhold authority to vote for such director nominee * N/A No effect 6 2. Ratify independent registered public accountants FOR For, Against, or Abstain ** Will have the same effect as a vote against N/A 22 3. Approve an amendment to the 2022 Long-Term Incentive Plan FOR For, Against, or Abstain *** *** No effect 24 4. Approve, on an advisory basis, the compensation of named executive officers ("Say-on-Pay") FOR For, Against, or Abstain ** Will have the same effect as a vote against No effect 31 5. Proposal submitted by a shareholder AGAINST For, Against, or Abstain ** Will have the same ef

View Full Filing

View this DEF 14A filing on SEC EDGAR