Edgar Filing: TELEPHONE & DATA SYSTEMS INC /DE/ - Form 8-K

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): January 13, 2012

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in their charter)

Delaware		001-14157		36-2669023
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. 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):

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

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

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

o 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 an adjourned special meeting of shareholders of Telephone and Data Systems, Inc. (“TDS”) held on January 13, 2012, the following number of votes were cast for the following resolutions by shareholders. On January 13, 2012, TDS issued a press release to disclose the voting results, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

1. Revised Share Consolidation Amendment - Statutory Vote.

This proposal received the following votes and was approved:

		For		Against		Abstain		Non Vote		Total Represented		Not Represented		Total Outstanding
Series A Common Shares		63,528,498		243		—		—		63,528,741		1,853,019		65,381,760
Common Shares		38,873,410		4,485,235		301,497		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		—		15		8,285		8,300
Total Voting Power		102,401,923		4,485,478		301,497		—		107,188,898		8,163,935		115,352,833

Class Vote Common Shares		38,873,410		4,485,235		301,497		—		43,660,142		6,302,631		49,962,773

Class Vote Special Common Shares		36,192,246		4,132,321		156,103		—		40,480,670		6,405,379		46,886,049

Class Vote Series A Common Shares		63,528,498		243		—		—		63,528,741		1,853,019		65,381,760

2. Revised Share Consolidation Amendment - Ratification Vote.

This proposal received the following votes and was approved:

		For		Against		Abstain		Non Vote		Total Represented		Not Represented		Total Outstanding
Common Shares		38,823,515		4,512,406		324,221		—		43,660,142		6,302,631		49,962,773
Less Affiliated		(136,383	)	—		—		—		(136,383	)	(18,399	)	(154,782	)
Unaffiliated		38,687,132		4,512,406		324,221		—		43,523,759		6,284,232		49,807,991

Special Common Shares		36,174,276		4,135,012		171,382		—		40,480,670		6,405,379		46,886,049
Less Affiliated		(6,399,146	)	—		—		—		(6,399,146	)	(12,368	)	(6,411,514	)
Unaffiliated		29,775,130		4,135,012		171,382		—		34,081,524		6,393,011		40,474,535

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3. Revised Vote Amendment - Statutory Vote.

This proposal received the following votes and was approved:

		For		Against		Abstain		Non Vote		Total Represented		Not Represented		Total Outstanding
Series A Common Shares		63,528,498		243		—		—		63,528,741		1,853,019		65,381,760
Common Shares		38,820,217		4,537,455		302,470		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		—		15		8,285		8,300
Total Voting Power		102,348,730		4,537,698		302,470		—		107,188,898		8,163,935		115,352,833

Class Vote Common Shares		38,820,217		4,537,455		302,470		—		43,660,142		6,302,631		49,962,773

Class Vote Series A Common Shares		63,528,498		243		—		—		63,528,741		1,853,019		65,381,760

4. Revised Vote Amendment - Ratification Vote.

This proposal received the following votes and was approved:

		For		Against		Abstain		Non Vote		Total Represented		Not Represented		Total Outstanding
Common Shares		38,811,252		4,522,102		326,788		—		43,660,142		6,302,631		49,962,773
Less Affiliated		(136,383	)	—		—		—		(136,383	)	(18,399	)	(154,782	)
Unaffiliated		38,674,869		4,522,102		326,788		—		43,523,759		6,284,232		49,807,991

Special Common Shares		36,082,426		4,136,585		261,659		—		40,480,670		6,405,379		46,886,049
Less Affiliated		(6,399,146	)	—		—		—		(6,399,146	)	(12,368	)	(6,411,514	)
Unaffiliated		29,683,280		4,136,585		261,659		—		34,081,524		6,393,011		40,474,535

5. Ancillary Amendment.

This proposal received the following votes and was approved:

		For		Against		Abstain		Non Vote		Total Represented		Not Represented		Total Outstanding
Series A Common Shares		63,528,498		243		—		—		63,528,741		1,853,019		65,381,760
Common Shares		43,147,022		200,076		313,044		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		—		15		8,285		8,300
Total Voting Power		106,675,535		200,319		313,044		—		107,188,898		8,163,935		115,352,833

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6. Revised 2011 Long-Term Incentive Plan.

This proposal received the following votes and was approved:

		For		Against		Abstain		Total Votes that could be Cast and Present or Represented		Non Vote		Total Represented		Not Represented		Total Outstanding

Series A Common Shares		62,840,681		688,060		—		63,528,741		—		63,528,741		1,853,019		65,381,760
Common Shares		39,134,629		3,609,348		916,165		43,660,142		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		15		—		15		8,285		8,300
Total Voting Power		101,975,325		4,297,408		916,165		107,188,898		—		107,188,898		8,163,935		115,352,833

7. Compensation Plan for Non-Employee Directors.

This proposal received the following votes and was approved:

		For		Against		Abstain		Total Votes that could be Cast and Present or Represented		Non Vote		Total Represented		Not Represented		Total Outstanding

Series A Common Shares		62,840,438		688,303		—		63,528,741		—		63,528,741		1,853,019		65,381,760
Common Shares		41,786,242		1,017,040		856,860		43,660,142		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		15		—		15		8,285		8,300
Total Voting Power		104,626,695		1,705,343		856,860		107,188,898		—		107,188,898		8,163,935		115,352,833

8. Revised Adjournment Proposal.

This proposal received the following votes and was approved:

		For		Against		Abstain		Total Votes that could be Cast and Present or Represented		Non Vote		Total Represented		Not Represented		Total Outstanding

Series A Common Shares		63,528,741		—		—		63,528,741		—		63,528,741		1,853,019		65,381,760
Common Shares		33,127,763		10,120,392		411,987		43,660,142		—		43,660,142		6,302,631		49,962,773
Preferred Shares		15		—		—		15		—		15		8,285		8,300
Total Voting Power		96,656,519		10,120,392		411,987		107,188,898		—		107,188,898		8,163,935		115,352,833

Although Proposal 8 was adopted by the shareholders, Proposal 8 was not implemented because Proposals 1-4 were approved by the shareholders at the meeting.

Item 9.01 Exhibits.

(d) Exhibits:

In accordance with the provisions of Item 601 of Regulation S-K, any Exhibits included in this Form 8-K are identified on the Exhibit Index attached hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned, thereto duly authorized.

Telephone and Data Systems, Inc.
(Registrant)

Date:	January 18, 2012


By:	/s/ Douglas D. Shuma
	Douglas D. Shuma
	Senior Vice President and Controller

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EXHIBIT INDEX

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

Exhibit No.		Description

99.1		Press Release dated January 13, 2012

99.2		Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement

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