tdsform8-k.htm - Generated by SEC Publisher for SEC Filing

 



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 17, 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):

 

¨

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 17, 2012, 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.

70,384,270

 

-

 

30,730

Letitia G. Carlson, M.D.

70,275,570

 

108,700

 

30,730

Prudence E. Carlson

70,275,570

 

108,700

 

30,730

Walter C.D. Carlson

70,384,270

 

-

 

30,730

Kenneth R. Meyers

70,384,070

 

200

 

30,730

Donald C. Nebergall

70,275,570

 

108,700

 

30,730

George W. Off

70,375,370

 

8,900

 

30,730

Herbert S. Wander

 

70,275,370

 

108,900

 

30,730

 

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

 

Nominee

For 

Withhold

Broker
Non-vote 

Clarence A. Davis

88,057,900

 

2,357,826

 

6,036,749

Christopher D. O’Leary

84,420,932

 

5,994,794

 

6,036,749

Mitchell H. Saranow

88,171,472

 

2,244,254

 

6,036,749

Gary L. Sugarman

84,474,791

 

5,940,935

 

6,036,749

 

 


 

 

2.  Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2012. 

 

This proposal received the following votes and was approved

  

For

Against

Abstain

Broker
Non-vote 

121,021,871

922,554

167,462

-0-

 

 

3.  Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS’ Proxy Statement dated April 16, 2012 (commonly known as “Say-on-Pay”). 

 

This proposal received the following votes and was approved

 

For

Against

Abstain

Broker
Non-vote 

108,374,465

5,975,610

4,495,487

3,266,325

 

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

 

This proposal received the following votes and was defeated

 

For

Against

Abstain

Broker
Non-vote 

37,935,088

80,693,824

216,650

3,266,325

                                                                                                                                                                                                                                                                                                                   

 


 

 

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 21, 2012

 

 

By:

/s/ Douglas D. Shuma

Douglas D. Shuma

Senior Vice President and Controller