8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 18, 2021

UNITED STATES CELLULAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-09712	62-1147325
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631

(Address of principal executive offices and 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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, $1 par value	USM	New York Stock Exchange
6.95% Senior Notes due 2060	UZA	New York Stock Exchange
7.25% Senior Notes due 2063	UZB	New York Stock Exchange
7.25% Senior Notes due 2064	UZC	New York Stock Exchange
6.25% Senior Notes due 2069	UZD	New York Stock Exchange
5.50% Senior Notes due 2070	UZE	New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders on May 18, 2021, 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 three Directors of United States Cellular Corporation (UScellular) by the holders of Common Shares:

Nominee	For	Withhold	Broker Non-vote
J. Samuel Crowley	47,278,286	4,009,248	787,282
Gregory P. Josefowicz	48,084,550	3,202,984	787,282
Cecelia D. Stewart	48,705,505	2,582,029	787,282

b. For the election of eight Directors of UScellular 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	—	—
Ronald E. Daly	330,058,770	—	—
Deirdre C. Drake	330,058,770	—	—
Harry J. Harczak, Jr.	330,058,770	—	—
Michael S. Irizarry	330,058,770	—	—
Peter L. Sereda	330,058,770	—	—
Laurent C. Therivel	330,058,770	—	—

2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2021.

The proposal received the following votes and was approved:

For	Against	Abstain	Broker Non-vote
381,545,040	575,081	13,465	—

3.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in UScellular's Proxy Statement dated April 6, 2021 (commonly known as "Say-on-Pay").

The proposal received the following votes and was approved:

For	Against	Abstain	Broker Non-vote
377,323,795	3,966,272	56,237	787,282

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 hereunto duly authorized.
		UNITED STATES CELLULAR CORPORATION
		(Registrant)
Date:	May 20, 2021	By:	/s/ Douglas W. Chambers
			Douglas W. Chambers
			Executive Vice President, Chief Financial Officer and Treasurer
			(principal financial officer)

XML

Document and Entity Information Document	May 18, 2021
Entity Central Index Key	0000821130
Entity Emerging Growth Company	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Document Type	8-K
Document Period End Date	May 18, 2021
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	UNITED STATES CELLULAR CORPORATION
Entity File Number	001-09712
Entity Tax Identification Number	62-1147325
Entity Address, Address Line One	8410 West Bryn Mawr
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	(773)
Local Phone Number	399-8900
Amendment Flag	false
Common Shares
Title of 12(b) Security	Common Shares, $1 par value
Trading Symbol	USM
Security Exchange Name	NYSE
6.95% Senior Notes
Title of 12(b) Security	6.95% Senior Notes due 2060
Trading Symbol	UZA
Security Exchange Name	NYSE
7.25% 2063 Senior Notes
Title of 12(b) Security	7.25% Senior Notes due 2063
Trading Symbol	UZB
Security Exchange Name	NYSE
7.25% 2064 Senior Notes
Title of 12(b) Security	7.25% Senior Notes due 2064
Trading Symbol	UZC
Security Exchange Name	NYSE
6.25% Senior Notes
Title of 12(b) Security	6.25% Senior Notes due 2069
Trading Symbol	UZD
Security Exchange Name	NYSE
5.50% Senior Notes
Title of 12(b) Security	5.50% Senior Notes due 2070
Trading Symbol	UZE
Security Exchange Name	NYSE