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): 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

EX-99.1

 

Exhibit 99.1

NEWS RELEASE

 

FOR RELEASE: IMMEDIATE

TDS COMMON SHAREHOLDERS ELECT FOUR INCUMBENT DIRECTORS

CHICAGO, (May 28, 2015) – The annual meeting of stockholders of Telephone and Data Systems, Inc. [NYSE: TDS] was held on May 21, 2015.   TDS is pleased to announce that over 94 million common shares were represented in person or by proxy at the meeting and each of TDS’ four incumbent directors nominated for election by the common shares -- Clarence A. Davis, George W. Off, Mitchell H. Saranow, and Gary L. Sugarman -- received at least 73 percent of shares voted for directors.  Also, each of TDS’ eight incumbent directors nominated for election by the Series A common shares and preferred shares was elected by a substantial margin.

Additionally, TDS shareholders provided support for Proposals 2 (Ratification of Independent Registered Public Accounting Firm) and Proposal 3 (Advisory Vote on Executive Compensation or “Say-on-Pay”). 

“We truly appreciate our shareholders’ support and strongly believe that these incumbent directors will continue to best represent TDS shareholders as the company works to build shareholder value,” said LeRoy T. Carlson, Jr., president and CEO.

TDS expects to file a Form 8-K Current Report with the SEC later today.

About TDS

Telephone and Data Systems, Inc., a Fortune 1000^TM company, provides wireless; wireline and cable broadband, TV and voice; and hosted and managed services to approximately six million customers nationwide through its business units, U.S. Cellular, TDS Telecom, OneNeck IT Solutions, and BendBroadband. Founded in 1969 and headquartered in Chicago, TDS employs 10,600 people.

Visit www.tdsinc.com for comprehensive financial information, including earnings releases, quarterly and annual filings, shareholder information and more.

Contact

Jane W. McCahon, Vice President, Corporate Relations and Corporate Secretary

(312) 592-5379

jane.mccahon@tdsinc.com

Julie D. Mathews, Manager, Investor Relations

(312) 592-5341

julie.mathews@tdsinc.com

USM:  www.uscellular.com 

TDS Telecom: www.tdstelecom.com 

OneNeck IT Solutions: www.oneneck.com