8-K 1 usm8k.htm 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 20, 2014

 

 

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

 

  

  

  

  

  

  

  

Delaware

  

1-9712

  

62-1147325

  

(State or other jurisdiction

of incorporation or organization)

  

(Commission File Number)

  

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

  

  

  

  

  

  

  

8410 West Bryn Mawr, Chicago, Illinois

  

60631

  

(Address of principal executive offices)

  

(Zip Code)

 

Registrant's telephone number, including area code:  (773) 399-8900

 

 

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 on May 20, 2014, 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 one Class III Director of U.S. Cellular by the holders of Common Shares:

 

 

Nominee

 

For

 

Withhold

Broker

Non-vote

J. Samuel Crowley

49,045,099

169,528

1,235,702

 

                b.             For the election of two Class III Directors of U.S. Cellular by the holder of Series A Common Shares:

 

 

Nominee

 

For

 

Withhold

Broker

Non-vote

LeRoy T. Carlson, Jr.

330,058,770

-

-

Walter C.D. Carlson

330,058,770

-

-

 

 

 

 

 

2.             Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2014: 

 

                This proposal received the following votes and was approved: 

 

 

For

Against

Abstain

Broker

Non-vote

 

380,167,141

325,461

16,497

-

 

3.             Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in U.S. Cellular’s Proxy Statement dated April 7, 2014 (commonly known as “Say-on-Pay”): 

 

This proposal received the following votes and was approved: 

 

 

For

Against

Abstain

Broker
Non-vote 

 

375,199,570

229,196

3,844,631

1,235,702

 

 

 

 

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.

  

  

  

United States Cellular Corporation

  

(Registrant)

  

  

  

  

Date:

May 22, 2014

  

  

  

  

By:

/s/ Steven T. Campbell

  

  

Steven T. Campbell

  

  

Executive Vice President - Finance,

  

  

Chief Financial Officer and Treasurer

  

(principal financial officer)