T-Mobile US, Inc. DEF 14A Filing

Ticker: TMUSL · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1283699

T-Mobile US, Inc. DEF 14A Filing Summary
FieldDetail
CompanyT-Mobile US, Inc. (TMUSL)
Form TypeDEF 14A
Filed DateApr 26, 2024
Pages15
Reading Time17 min
Key Dollar Amounts$6.4 billion, $14.0 billion, $63.2 b, $48.7 b, $8.3 b
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by T-Mobile US, Inc. (ticker: TMUSL) to the SEC on Apr 26, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $6.4 billion (other education initiatives, providing $6.4 billion in products and services in the last fe); $14.0 billion (l growth in 2023, enabling us to return $14.0 billion to stockholders through a combination o); $63.2 b (n 2023, our Total service revenues were $63.2 billion, Postpaid service revenues were $); $48.7 b (billion, Postpaid service revenues were $48.7 billion, Net income was $8.3 billion, Cor); $8.3 b (nues were $48.7 billion, Net income was $8.3 billion, Core Adjusted EBITDA was $29.1 b).

How long is this filing?

T-Mobile US, Inc.'s DEF 14A filing is 15 pages with approximately 4,350 words. Estimated reading time is 17 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,350 words · 17 min read · ~15 pages · Grade level 16.4 · Accepted 2024-04-26 16:01:20

Key Financial Figures

  • $6.4 billion — other education initiatives, providing $6.4 billion in products and services in the last fe
  • $14.0 billion — l growth in 2023, enabling us to return $14.0 billion to stockholders through a combination o
  • $63.2 b — n 2023, our Total service revenues were $63.2 billion, Postpaid service revenues were $
  • $48.7 b — billion, Postpaid service revenues were $48.7 billion, Net income was $8.3 billion, Cor
  • $8.3 b — nues were $48.7 billion, Net income was $8.3 billion, Core Adjusted EBITDA was $29.1 b
  • $29.1 b — $8.3 billion, Core Adjusted EBITDA was $29.1 billion, Net cash provided by operating a
  • $18.6 b — sh provided by operating activities was $18.6 billion, and Adjusted Free Cash Flow was
  • $13.6 billion — illion, and Adjusted Free Cash Flow was $13.6 billion. At the end of 2023, our 5G network c

Filing Documents

Executive Compensation

Executive Compensation Table of Contents 2024 BUILT TO LEAD NOTICE OF ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT Table of Contents DEAR STOCKHOLDERS, In 2023, T-Mobile showed everyone what it looks like to serve customers better than anyone else in our industry with the best network, best value and best experiences. This unique strategy led us to achieve phenomenal customer AND financial results. Again. To record our highest share of industry postpaid phone net adds since the merger — while completing the largest and most successful merger integration in wireless history — is nothing short of amazing! Our solid performance led to industry-leading growth in service revenues and cash flow, which are strong indicators of value creation for our stockholders. We continued to invest in our network by extending our 5G leadership and were recognized by independent experts Ookla and OpenSignal as the best in the country for overall network leadership. Having the broadest, deepest and most advanced 5G network in the U.S. also enabled us to expand our dependable and affordable high-speed internet service. We added 2.1 million High-Speed Internet customers in 2023, another industry best! Our massively successful Phone Freedom Un-carrier move offers customers what they want: the flexibility and freedom to upgrade their devices every two years, or as soon as every year. By focusing on earning customers' loyalty, we posted our lowest annual postpaid phone churn rate in company history — and have the tools in place to hit the lowest churn in our industry over time. Building on this momentum, we expanded our share in strategically important market segments like Enterprise and Government, smaller markets and rural areas, and top 100 markets. And once again, J.D. Power awarded us top honors for customer service. In addition to our impressive business results, we used our network, resources and scale for good to make a meaningful impact in communities across the country.

Executive Compensation

Executive Compensation 42 Compensation Discussion and Analysis 42 Compensation Committee Report 54

Executive Compensation Tables

Executive Compensation Tables 55 Pay Ratio 68 Pay Versus Performance 69

Security Ownership of Principal Stockholders and Management

Security Ownership of Principal Stockholders and Management 72 Transactions with Related Persons and Approval 74 Related Person Transactions 74 Related Person Transaction Policy 74 Transactions with Deutsche Telekom and SoftBank 75 Questions and Answers About the Annual Meeting and Voting 81 Other Information and Business 84 Appendix A – Reconciliation of Non-GAAP Financial Measures A-1 Table of Contents THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE. Annual Meeting Information DATE AND TIME: June 12, 2024 at 9:00 a.m. PDT LOCATION: Online only at www.virtualshareholder meeting.com/TMUS2024 RECORD DATE: April 16, 2024 PROXY MAIL DATE: On or about April 26, 2024 How to Vote BY INTERNET: Visit the website listed on your proxy card BY PHONE: Call the telephone number on your proxy card BY MAIL: Sign, date and return your proxy card in the enclosed envelope AT THE ANNUAL MEETING: Vote electronically at the virtual Annual Meeting Voting: Each share of common stock is entitled to one vote for each director nominee and one vote for the other proposal to be voted on. Admission: You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2024 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 9:00 a.m. PDT. Online check-in will begin at 8:45 a.m. PDT, and you should allow ample time for the online check-in procedures. Annual Meeting Agenda and Vote Recommendations: Matter Board Vote Recommendation Page Reference (for more details) Proposal 1 Election of Directors FOR 28 Proposal 2 Ratification of the Appointment of Deloitte & Touche LLP as the Company's

Executive Compensation Driven by Pay for Performance

Executive Compensation Driven by Pay for Performance Regular Executive Sessions of Independent Directors Stock Ownership Guidelines for Executive Officers and Directors Comprehensive Risk Oversight by the Board and its Committees SEC- and Nasdaq-compliant Clawback Policy Covering Incentive Payments 2 PROXY STATEMENT 2024 Table of Contents Proxy Statement Summary T-MOBILE DELIVERS INDUSTRY-LEADING GROWTH IN CUSTOMERS, SERVICE REVENUES AND CASH FLOW IN 2023 Our differentiated growth strategy drove industry-best postpaid net account additions of 1.3 million, 1 postpaid net customer additions of 5.7 million, and High Speed Internet net customer additions of 2.1 million in 2023. We ended 2023 with a record high total customers of 119.7 million. Our customer growth translated into industry-leading financial growth in 2023, enabling us to return $14.0 billion to stockholders through a combination of share repurchases and dividends. In 2023, our Total service revenues were $63.2 billion, Postpaid service revenues were $48.7 billion, Net income was $8.3 billion, Core Adjusted EBITDA was $29.1 billion, Net cash provided by operating activities was $18.6 billion, and Adjusted Free Cash Flow was $13.6 billion. At the end of 2023, our 5G network covered more than 330 million people (98% of Americans), and our Ultra Capacity 5G covered more than 300 million people nationwide. Our stock price has increased by 88.3% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2023. Core Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Each of the non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with U.S. generally accepted accounting principles ("GAAP"). Reconciliations to the most directly comparable GAAP financial measures are provided in Appendix A to this Proxy Statement. 1 AT&T Inc. historically does not disclose postpaid

Executive Compensation Highlights – Paying for Performance

Executive Compensation Highlights – Paying for Performance Our executive compensation program is aligned with our business strategy and is designed to attract and retain top talent, reward short-term and long-term business results and exceptional individual performance, and, most importantly, maximize stockholder value. KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM WHAT WE DO Emphasis on pay for performance Independent compensation consultant Executive and director stock ownership guidelines Clawback policy covering incentive payments Use of multiple performance measures and caps on potential incentive payments Substantial majority of target total compensation is variable Use of executive compensation statements ("tally sheets") Annual risk assessment of compensation programs WHAT WE DON'T DO No excise tax gross ups No guaranteed bonuses No plans that encourage excessive risk taking No single-trigger payments or vesting of equity awards upon a change in control No significant perquisites No dividends paid on unearned or unvested equity awards No hedging or pledging of stock 4 PROXY STATEMENT 2024 Table of Contents T-Mobile is Committed to Good Corporate Governance Our corporate governance practices and policies promote the long-term interests of our stockholders, strengthen the accountability of our Board and management and help build public trust. Our Board has established a boardroom dynamic that encourages meaningful and robust discussions based on each director's unique and diverse background, resulting in informed decision-making that seeks to maximize stockholder value and promotes stockholder interests. Directors exercise this thorough oversight of decisions regarding the Company's strategy and outlook. The Board regularly reviews developments in corporate governance and updates its practices and governance materials as it deems necessary and appropriate. Key Governance Materials Certificate of Incorp

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