Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2023

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-09712

62-1147325

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (773) 399-8900

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $1 par value

USM

New York Stock Exchange

6.25% Senior Notes due 2069

UZD

New York Stock Exchange

5.50% Senior Notes due 2070

UZE

New York Stock Exchange

5.50% Senior Notes due 2070

UZF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


☐			Emerging growth company


☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Cellular Corporation 2022 Long-Term Incentive Plan and 2013 Long-Term Incentive Plan, as Amended

On August 4, 2023, Telephone and Data Systems, Inc. (TDS) and United States Cellular Corporation (UScellular), a subsidiary of TDS, announced that the Boards of Directors of both companies have decided to initiate a process to explore a range of strategic alternatives for UScellular. In connection with such announcement and in order to preserve employees’ outstanding awards in a range of strategic scenarios and incentivize employee retention, on December 4, 2023, the Long-Term Incentive Compensation Committee and the Board of Directors of UScellular approved an amendment to outstanding awards under the UScellular 2022 Long-Term Incentive Plan and the UScellular 2013 Long-Term Incentive Plan, as amended (together, the LTIP) to provide, among other things, for full acceleration if outstanding awards are not continued, substituted or assumed in connection with a strategic scenario and upon a qualifying termination of employment following a strategic scenario.

The foregoing summary of the LTIP amendments is a general description only and is qualified in its entirety by reference to the full text of the LTIP amendments, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description of Exhibits
10.1						Amendment to the United States Cellular Corporation 2022 Long-Term Incentive Plan Award Agreements
10.2						Amendment to the United States Cellular Corporation 2013 Long-Term Incentive Plan, as Amended, Award Agreements
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


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.

		UNITED STATES CELLULAR CORPORATION


Date:	December 7, 2023	By:	/s/ Douglas W. Chambers
			Douglas W. Chambers
			Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

AMENDMENT TO THE UNITED STATES CELLULAR CORPORATION

2022 LONG-TERM INCENTIVE PLAN AWARD AGREEMENTS

December 4, 2023

WHEREAS, United States Cellular Corporation, a Delaware corporation (the “Company”), currently maintains and sponsors the United States Cellular Corporation 2022 Long-Term Incentive Plan (the “Plan”);

WHEREAS, each capitalized term used but not defined herein shall have the meaning ascribed to it in the Plan or the award agreements, as applicable;

WHEREAS, Section 3.2 (Administration) of the Plan provides that the Committee may in its sole discretion and for any reason at any time change the vesting terms of any or all outstanding awards granted pursuant to the Plan (collectively, the “Awards”) and Section 7.9 (Change in Control) of the Plan addresses treatment of outstanding awards upon a Change in Control;

WHEREAS, the Committee has determined it to be in the best interest of the Company and recommends to the Board to amend the terms of outstanding Awards as set forth herein (this “Amendment”); and

NOW, THEREFORE, effective as of the date set forth above, the terms of outstanding Awards shall be amended as follows:

1. Change in Control.

a. Solely for purposes of this Amendment, “Change in Control” has the meaning ascribed to it in the Plan and, for the avoidance of doubt, includes a series of related sales or dispositions that, together, would constitute a Change in Control.

b. References to “the corporation resulting from the Corporate Transaction” and similar terms in the exclusion to the definition of “Corporate Transaction” in Section 7.9(b)(3) of the Plan (Change in Control) shall, in the case of a sale or other disposition of all or substantially all of the assets of the Company, be deemed to refer to the acquirer of such assets in such transaction.

c. Solely for purposes of this Amendment, a new clause (5) is added to the definition of “Change in Control” as follows: “a sale or other disposition of at least fifty percent (50%) of the assets of the Company in a transaction that significantly alters the scope or nature of the Company’s remaining business, taken as a whole (for the avoidance of doubt, as determined by the Committee in its sole discretion) (excluding the Corporate Transactions described in Section 7.9(b)(3) of the Plan (Change in Control) as amended herein)”.

2. Qualifying Transaction. Solely for purposes of this Amendment, “Qualifying Transaction” means a consummation of a sale or other disposition of assets of the Company, whether by reorganization, merger, sale, transfer or otherwise, or series of related sales or dispositions that (i) comprises less than all or substantially all of the assets of the Company but significantly alters the scope or nature of the Company’s remaining business, taken as a whole, and (ii) with respect to any Employee, (x) results in the sale or other disposition of the portion of the Company’s business to which such Employee devotes more than fifty percent (50%) of such Employee’s working time as of immediately prior to the transaction and (y) otherwise materially directly and adversely impacts such Employee’s duties, in the case of each of clauses (i) and (ii) and for the avoidance of doubt, as determined by the Committee in its sole discretion (such Employee, a “Qualifying Employee”).

3. Adjustment. For the avoidance of doubt, Awards may be adjusted pursuant to and in accordance with Section 7.8 (Adjustment) of the Plan if the adjustment event occurs in connection with the consummation of a Change in Control or Qualifying Transaction.

4. Acceleration if Not Continued, Substituted or Assumed in Connection with a Change in Control or Qualifying Transaction. In the event a Change in Control or Qualifying Transaction occurs and no provision is made for (i) continuation (including continued vesting of an Award based on the Employee’s or Qualifying Employee’s employment with the Company, the Company’s survivor or an acquiring company), or (ii) substitution or assumption of an outstanding Award by the Company, the Company’s survivor or the acquiring company for any Employee (with respect to a Change in Control) or any Qualifying Employee (with respect to a Qualifying Transaction), then:

a. one hundred percent (100%) of such Award shall automatically be deemed vested as of immediately prior to the Change in Control or Qualifying Transaction and shall be settled within sixty (60) days following such Change in Control or Qualifying Transaction;

b. any Performance Measures applicable to any Performance Award will be deemed to have been satisfied based on the greater of actual achievement through the date of the occurrence of the Change in Control or Qualifying Transaction and target achievement (or in the case of a Change in Control or Qualifying Transaction that occurs following the last day of the Performance Period but before settlement, actual achievement);

provided, however, that if such Award is considered “nonqualified deferred compensation” within the meaning of section 409A of the Code, and such accelerated payment is not permitted by Section 409A of the Code, then payment shall be made at the same time payment would have been made had the Change in Control or Qualifying Transaction not occurred.

5. Involuntary Termination Without Cause or Termination for Good Reason Following a Change in Control or Qualifying Transaction. In the event a Change in Control or Qualifying Transaction occurs and an outstanding unvested Award is continued (including continued vesting of the Award based on the Employee’s or Qualifying Employee’s employment with the Company, the Company’s survivor or an acquiring company), substituted or assumed by the Company, the Company’s survivor or the acquiring company and, within the 24-month period beginning immediately prior to such Change in Control or Qualifying Transaction, the Employee’s (with respect to a Change in Control) or the Qualifying Employee’s (with respect to a Qualifying Transaction) employment is terminated by the Employer or the acquiring company and their respective affiliates without Cause or by the Employee or Qualifying Employee for Good Reason:

a. outstanding unvested Awards to the extent they are subject solely to service-based vesting or are Performance Awards eligible for deemed achievement of Performance Measures shall become fully vested upon such Employee’s or Qualifying Employee’s termination of employment and shall be settled within sixty (60) days following such termination;

b. outstanding Performance Awards for which applicable Performance Measures have not been achieved (or are not eligible for deemed achievement) shall be deemed satisfied at target performance achievement upon such Employee’s or Qualifying Employee’s termination of employment and shall be settled within sixty (60) days following such termination;

c. service-based vesting conditions applicable to outstanding Performance Awards for which applicable Performance Measures have not been achieved (or are not eligible for deemed achievement) shall be deemed satisfied upon the Employee’s termination of employment and such Performance Awards shall otherwise remain subject to the terms of the applicable award agreement solely to the extent actual performance achievement exceeds target performance achievement;

provided, however, if any such Award is considered “nonqualified deferred compensation” within the meaning of section 409A of the Code, and such accelerated payment is not permitted by Section 409A of the Code, then payment shall be made at the same time payment would have been made had the Change in Control or Qualifying Transaction not occurred.

Except as modified by this Amendment, all of the terms and conditions of the Plan and applicable award agreements shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the Company has executed this Amendment to the United States Cellular Corporation 2022 Long-Term Incentive Plan award agreements as of December 4, 2023.


UNITED STATES CELLULAR CORPORATION

By:			/s/ Laurent Therivel
Name:			Laurent Therivel
Title:			CEO

Exhibit 10.2

AMENDMENT TO THE UNITED STATES CELLULAR CORPORATION

2013 LONG TERM INCENTIVE PLAN AWARD AGREEMENTS

December 4, 2023

WHEREAS, United States Cellular Corporation, a Delaware corporation (the “Company”), currently maintains and sponsors the United States Cellular Corporation 2013 Long-Term Incentive Plan, as Amended (the “Plan”);

WHEREAS, each capitalized term used but not defined herein shall have the meaning ascribed to it in the Plan or the award agreements, as applicable;

WHEREAS, Section 3.2 (Administration) of the Plan provides that the Committee may in its sole discretion and for any reason at any time change the vesting terms of any or all outstanding awards granted pursuant to the Plan (collectively, the “Awards”) and Section 8.9 (Change in Control) of the Plan addresses treatment of outstanding awards upon a Change in Control;

NOW, THEREFORE, effective as of the date set forth above, the terms of outstanding Awards shall be amended as follows; provided that the provisions of this Amendment addressing treatment of Awards upon a Change in Control shall not apply to Laurent C. Therivel’s Initial Accomplishment Award, as defined in his offer letter dated March 4, 2020 (the “Initial Accomplishment Award”) and the provisions of this Amendment addressing treatment of Awards upon a Qualifying Transaction shall apply to one-third (1/3) of the Initial Accomplishment Award:

1. Change in Control.

b. References to “the corporation resulting from the Corporate Transaction” and similar terms in the exclusion to the definition of “Corporate Transaction” in Section 8.9(b)(3) of the Plan (Change in Control) shall, in the case of a sale or other disposition of all or substantially all of the assets of the Company, be deemed to refer to the acquirer of such assets in such transaction.

c. Solely for purposes of this Amendment, a new clause (5) is added to the definition of “Change in Control” as follows: “a sale or other disposition of at least fifty percent (50%) of the assets of the Company in a transaction that significantly alters the scope or nature of the Company’s remaining business, taken as a whole (for the avoidance of doubt, as determined by the Committee in its sole discretion) (excluding the Corporate Transactions described in Section 8.9(b)(3) of the Plan (Change in Control) as amended herein)”.

3. Adjustment. For the avoidance of doubt, Awards may be adjusted pursuant to and in accordance with Section 8.8 (Adjustment) of the Plan if the adjustment event occurs in connection with the consummation of a Change in Control or Qualifying Transaction.

b. outstanding Performance Awards for which applicable Performance Measures have not been achieved (or are not eligible for deemed achievement) shall be deemed satisfied at target performance achievement upon the Employee’s termination of employment upon such Employee’s or Qualifying Employee’s termination of employment and shall be settled within sixty (60) days following such termination;

Except as modified by this Amendment, all of the terms and conditions of the Plan and applicable award agreements shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the Company has executed this Amendment to the United States Cellular Corporation 2013 Long-Term Incentive Plan award agreements as of December 4, 2023.


UNITED STATES CELLULAR CORPORATION

By:			/s/ Laurent Therivel
Name:			Laurent Therivel
Title:			CEO

Document and Entity Information Document	Dec. 04, 2023
Entity Central Index Key	0000821130
Entity Emerging Growth Company	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	UNITED STATES CELLULAR CORPORATION
Entity File Number	001-09712
Entity Tax Identification Number	62-1147325
Entity Address, Address Line One	8410 West Bryn Mawr
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	(773)
Local Phone Number	399-8900
Amendment Flag	false
Common Shares
Title of 12(b) Security	Common Shares, $1 par value
Trading Symbol	USM
Security Exchange Name	NYSE
6.25% Senior Notes
Title of 12(b) Security	6.25% Senior Notes due 2069
Trading Symbol	UZD
Security Exchange Name	NYSE
5.50% Senior Notes
Title of 12(b) Security	5.50% Senior Notes due 2070
Trading Symbol	UZE
Security Exchange Name	NYSE
5.50% Senior Notes
Title of 12(b) Security	5.50% Senior Notes due 2070
Trading Symbol	UZF
Security Exchange Name	NYSE