Current Report Filing (8-k)
31 5월 2013 - 10:31PM
Edgar (US Regulatory)
FORM 8-K
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of
1934
Date of Report (Date of earliest
event reported): May 24, 2013
TELEPHONE AND
DATA SYSTEMS, INC.
(Exact name of registrant as
specified in their 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 incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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30 North LaSalle Street, Suite 4000,
Chicago, Illinois
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60602
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (312) 630-1900
Not Applicable
(Former name or
former address, if changed since last report)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of shareholders of
Telephone and Data Systems, Inc. (“TDS”) held on May 24, 2013 (“Annual
Meeting”), based on the below voting results, the shareholders of TDS approved
the adoption of the Telephone and Data Systems, Inc. Restated Compensation Plan
for Non-Employee Directors (the “Director Plan”).
The purpose of the Director Plan is to
provide appropriate compensation to non-employee directors for their service to
TDS and to ensure that qualified persons serve as non-employee members of the
TDS Board.
Unless otherwise approved by shareholders of
TDS, the total number of Common Shares that may be issued under the Director
Plan will not exceed 200,000 Common Shares.
The authorization to issue Common Shares
under the Director Plan will expire ten years after the Director Plan becomes
effective, unless reapproved by shareholders.
Other terms of the Director Plan are set
forth under Proposal 3 of the TDS definitive proxy statement dated April 19,
2013, as filed with the SEC on Schedule 14A on April 19, 2013, which are
incorporated by reference herein.
The foregoing description 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 5.07 Submission
of Matters to a Vote of Security Holders.
At the Annual Meeting, the
following number of votes were cast for the matters indicated. On May 31,
2013, TDS issued a press release relating to the Annual Meeting, which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
1. Election of Directors.
a. For the election of eight
Directors of TDS by the holders of Series A Common Shares and Preferred Shares:
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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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70,790,408
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31,014
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Letitia G.
Carlson, M.D.
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70,790,408
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-
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31,014
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Prudence E.
Carlson
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70,790,408
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-
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31,014
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Walter C.D.
Carlson
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70,790,408
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-
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31,014
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Kenneth R.
Meyers
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70,790,408
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-
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31,014
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Donald C.
Nebergall
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70,790,408
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-
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31,014
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Christopher D.
O’Leary
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70,790,408
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-
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31,014
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Herbert S.
Wander
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70,790,408
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-
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31,014
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Based on the
above votes, each of the above nominees was elected as a director.
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b. For the
election of four Directors of TDS by the holders of Common Shares:
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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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59,370,880
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506,307
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2,532,158
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George W. Off
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59,231,361
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645,826
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2,532,158
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Mitchell H.
Saranow
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59,367,075
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510,112
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2,532,158
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Gary L.
Sugarman
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59,339,197
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537,990
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2,532,158
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Ryan J. Morris
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26,673,128
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38,283
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-
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Based on the
above votes, each of the above nominees other than Ryan J. Morris was elected
as a director.
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2.
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Proposal to
Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants
for 2013.
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For
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Against
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Abstain
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Broker Non-vote
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118,805,435
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222,672
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49,888
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-
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Based on the
above votes, the above proposal was approved.
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3.
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Proposal to
approve Rested Compensation Plan for Non-Employee Directors.
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For
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Against
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Abstain
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Broker Non-vote
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108,465,226
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9,083,679
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126,976
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1,402,113
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Based on the
above votes, the above proposal was approved.
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4.
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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 19, 2013 (commonly
known as "Say-on-Pay").
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For
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Agianst
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Abstain
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Broker Non-Vote
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102,387,725
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15,069,087
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219,069
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1,402,113
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Based on the
above votes, the above proposal was approved.
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5. Proposal by Shareholder to Recapitalize TDS’s
outstanding Stock into one class of stock.
No vote is being reported for this proposal
because it was not presented at the 2013 Annual Meeting by the shareholder
proponent or his designee as required and, therefore, was not acted upon by the
shareholders. However, if the shareholder proposal had been acted upon, this
proposal would have been defeated by a substantial majority of the votes based
on proxies delivered prior to the closing of the polls for the meeting.
Item 9.01. Financial
Statements and Exhibits
(d) 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.
SIGNATURES
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Pursuant to the
requirements of the Securities Exchange Act of 1934, the reistrant has duly
caused this report to be signed on its behlaf by the undersigned, thereto
duly authorized.
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Telephone and
Data Systems, Inc.
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(Registrant)
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Date:
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May 31, 2013
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By:
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/s/ Douglas D.
Shuma
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Douglas D.
Shuma
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Senior Vice
President and Corporate Controller
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EXHIBIT INDEX
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The following exhibits are filed
herewith as noted below.
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Exhibit
No.
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Description
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10.1
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Telephone and
Data Systems, Inc. Restated Compensation Plan for Non-Employee Directors, is
hereby incorporated by reference from Exhibit A to the TDS definitive proxy
statement dated April 19, 2013, which was filed with the SEC on Schedule 14A
on April 19, 2013
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99.1
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Press Release
dated May 31, 2013
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Telephone and Data Systems (NYSE:TDA)
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부터 4월(4) 2024 으로 5월(5) 2024
Telephone and Data Systems (NYSE:TDA)
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부터 5월(5) 2023 으로 5월(5) 2024