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) on May 18, 2023, 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 TDS by the holders of Series A Common Shares:
| | | | | | | | | | | |
Nominee | For | Withhold | Broker Non-vote |
James W. Butman | 74,014,596 | — | 980 |
LeRoy T. Carlson, Jr. | 74,014,596 | — | 980 |
Letitia G. Carlson, M.D. | 74,014,596 | — | 980 |
Prudence E. Carlson | 74,014,596 | — | 980 |
Walter C. D. Carlson | 74,014,596 | — | 980 |
Kimberly D. Dixon | 74,014,596 | — | 980 |
Christopher D. O'Leary | 74,014,596 | — | 980 |
Laurent C. Therivel | 74,014,596 | — | 980 |
b. For the election of four Directors of TDS by the holders of Common Shares:
| | | | | | | | | | | |
Nominee | For | Withhold | Broker Non-vote |
Clarence A. Davis | 87,275,473 | 4,198,568 | 4,886,073 |
George W. Off | 47,062,989 | 44,411,052 | 4,886,073 |
Wade Oosterman | 83,793,740 | 7,680,302 | 4,886,073 |
Dirk S. Woessner | 84,909,898 | 6,564,144 | 4,886,073 |
2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2023.
The proposal received the following votes and was approved:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
124,512,216 | 1,237,876 | 49,795 | — |
3.Proposal to approve the TDS Compensation Plan for Non-Employee Directors, which includes approval of 500,000 TDS Common Shares for issuance under the plan.
The proposal received the following votes and was approved:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
119,251,975 | 3,871,185 | 49,951 | 2,626,775 |
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 5, 2023 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
115,575,482 | 7,482,880 | 114,749 | 2,626,775 |
5.Advisory vote on the frequency of Say-on-Pay votes.
The proposal received the following votes, with the following choice receiving a plurality of the votes: every "1 year":
| | | | | | | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-vote |
119,306,362 | 15,664 | 3,822,314 | 28,770 | 2,626,775 |
TDS considered the votes set forth above and other factors, and determined that it will hold future advisory votes on the compensation of our named executive officers on an annual basis.
6.Shareholder Proposal to recapitalize TDS' outstanding stock to have an equal vote per share.
The proposal received the following votes and was defeated:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
40,774,360 | 82,218,521 | 180,231 | 2,626,775 |