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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 19, 2011

 

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in their charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-14157

(Commission File Number)

36-2669023

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

30 North LaSalle Street, Suite 4000, Chicago, Illinois

(Address of principal executive offices)

60602

(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 of Shareholders of Telephone and Data Systems, Inc. (“TDS”) held on May 19, 2011, the following number of votes were cast for the matters indicated.  The following voting results are final.

 

1.    Election of Directors.

 

The following directors received the following votes and were elected:  

 

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

 

Nominee

For

Withhold

Broker
Non-vote

LeRoy T. Carlson, Jr.

61,004,052

 

688,060

 

28,570

Letitia G. Carlson, M.D.

61,004,052

 

688,060

 

28,570

Prudence E. Carlson

61,004,052

 

688,060

 

28,570

Walter C.D. Carlson

61,004,052

 

688,060

 

28,570

Kenneth R. Meyers

61,004,052

 

688,060

 

28,570

Donald C. Nebergall

61,004,052

 

688,060

 

28,570

George W. Off

61,004,052

 

688,060

 

28,570

Mitchell H. Saranow

61,004,052

 

688,060

 

28,570

 

b.    For the election of four Directors of the Company by the holders of Common Shares and Special Common Shares:

 

Nominee

 For

Withhold

Broker
Non-vote

Clarence A. Davis

72,918,875

 

10,865,383

 

2,337,544

Christopher D. O’Leary

58,328,191

 

25,456,066

 

2,337,544

Gary L. Sugarman

71,767,131

 

12,017,126

 

2,337,544

Herbert S. Wander

 

55,334,138

 

28,450,119

 

2,337,544

 


 

 

 

2.  Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2011. 

 

This proposal received the following votes and was approved:

 

For

Against

Abstain

Broker
Non-vote

105,613,229

413,536

10,496

-0-

 

 

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

 

This proposal received the following votes and was approved:

 

For

Against

Abstain

Broker
Non-vote

91,655,883

7,447,336

4,567,927

2,366,114

 

4.  Advisory vote on whether future Say-on-Pay votes should be held every year, every two years or every three years (commonly known as “Say-on-Frequency”). 

 

This proposal received the following votes, with the following choice receiving a majority of the votes:  “Every Year”:

 

Every Year

(1 Year)

Every Two Years

Every Three Years

Abstain

Broker
Non-vote

86,948,187

40,839

12,057,794

4,624,325

2,366,114

 

Based on the foregoing results and consistent with the substantial majority of the votes cast in favor of “Every Year”, the Company’s board of directors has adopted a policy to hold an advisory vote on executive compensation every year.

 

5.  Proposal by Shareholder to Recapitalize TDS’ Outstanding Stock into One Class of Stock

 

This proposal received the following votes and was defeated:

 

For

Against

Abstain

Broker
Non-vote

35,406,227

68,021,611

243,309

2,366,114

 


 

 

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:

May 23, 2011

 

By:

/s/ Douglas D. Shuma

 

Douglas D. Shuma

Senior Vice President and Controller