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 21, 2015

 

 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

  

  

  

  

  

  

  

Delaware

  

001-14157

  

36-2669023

  

(State or other jurisdiction

of incorporation)

  

(Commission File Number)

  

(IRS Employer Identification No.)

  

  

  

  

  

  

  

30 North LaSalle Street, Suite 4000, Chicago, Illinois

  

60602 

  

(Address of principal executive offices)

  

(Zip Code)

 

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):

 

¨

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))

 

 

 

 

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.

 

1.    Election of Directors.

 

a.   For the election of eight Directors of TDS by the holders of Series A Common Shares and Preferred Shares:

 

Nominee

For

Withhold

LeRoy T. Carlson, Jr.

70,881,480

748,131

Letitia G. Carlson, M.D.

70,881,480

748,131

Prudence E. Carlson

70,881,480

748,131

Walter C.D. Carlson

70,881,480

748,131

Kenneth R. Meyers

70,881,480

748,131

Christopher D. O’Leary

70,881,480

748,131

Herbert S. Wander

70,881,480

748,131

David A. Wittwer

70,881,480

748,131

                Based on the above votes, each of the above nominees was elected as a director.

 

b.    For the election of four Directors of TDS by the holders of Common Shares:

 

Nominee

 For 

Withhold

Clarence A. Davis

73,511,545

883,983

George W. Off

67,054,733

7,340,795

Mitchell H. Saranow

73,503,318

892,210

Gary L. Sugarman

73,488,333

907,195

Philip T. Blazek

17,229,992

-

Walter M. Schenker

17,229,992

-

        Based on the above votes, each of the above nominees other than Philip T. Blazek and Walter M. Schenker was elected as a director.

 

2.  Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2015. 

 

For

Against

Abstain

121,778,109

981,654

11,947

 

        Based on the above votes, the above proposal was approved.

 

3.  Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS’ Proxy Statement dated April 17, 2015 (commonly known as “Say-on-Pay”).  

  

For

Against

Abstain

105,165,904

9,821,041

5,918,116

 

 

 

 

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

  

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, thereto duly authorized.

  

  

  

Telephone and Data Systems, Inc.

  

(Registrant)

  

  

  

  

Date:

May 28, 2015

  

  

  

  

By:

/s/ Douglas D. Shuma

  

  

Douglas D. Shuma

  

  

Senior Vice President - Finance and Chief Accounting Officer

  

  

(principal financial officer and principal accounting officer)

 

 

 

 

EXHIBIT INDEX

  

  

  

The following exhibits are filed or furnished herewith as noted below.

  

  

  

Exhibit

No.

  

Description of Exhibit

99.1 

  

Press Release dated May 28, 2015