Washington, D.C. 20549

























































Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934



















Date of Report (Date of earliest event reported): February 23, 2018




(Exact name of registrant as specified in its charter)


























(State or other jurisdiction of






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

incorporation or organization)



File Number)


























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))



















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

Telephone and Data Systems, Inc. (“TDS”) previously filed a Current Report on Form 8-K dated February 23, 2018, which disclosed, among other things, that Douglas W. Chambers would be appointed as Senior Vice President - Finance and Chief Accounting Officer effective May 18, 2018.  This Form 8-K amends and supplements the initial Form 8-K filing pursuant to paragraphs (c)(3) and (e) of Item 5.02, as follows:   

TDS entered into a letter agreement (“Letter Agreement”) with Douglas W. Chambers in connection with his appointment as Senior Vice President - Finance and Chief Accounting Officer.  Subject to the conditions set forth in the Letter Agreement, Mr. Chambers will be eligible to receive, among other things, (i) an annual base salary of $360,000 per year; (ii) an annual bonus program target of 45% of his annual base salary; and (iii) an annual equity award target of 110% of his annual base salary.

The foregoing brief description is qualified by reference to the summary of such agreement attached which is incorporated by reference herein as Exhibit 10.1

Item 9.01.  Financial Statements and Exhibits

(d)        Exhibits:

Exhibit Number


Description of Exhibits



Summary of Letter Agreement between TDS and Douglas W. Chambers








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.








Telephone and Data Systems, Inc.












June 4, 2018


/s/  Douglas W. Chambers




Douglas W. Chambers





Senior Vice President-Finance and Chief Accounting Officer




(principal financial officer and principal accounting officer)