Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of United States Cellular Corporation (UScellular) on May 16, 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 four Directors of UScellular by the holders of Common Shares:
| | | | | | | | | | | |
Nominee | For | Withhold | Broker Non-vote |
Harry J. Harczak, Jr. | 42,923,042 | 6,879,877 | 499,926 |
Gregory P. Josefowicz | 44,988,520 | 4,814,399 | 499,926 |
Cecelia D. Stewart | 45,574,369 | 4,228,550 | 499,926 |
Xavier D. Williams | 47,361,026 | 2,441,893 | 499,926 |
b. For the election of nine Directors of UScellular by the holder of Series A Common Shares:
| | | | | | | | | | | |
Nominee | For | Withhold | Broker Non-vote |
James W. Butman | 330,058,770 | — | — |
LeRoy T. Carlson, Jr. | 330,058,770 | — | — |
Walter C. D. Carlson | 330,058,770 | — | — |
Douglas W. Chambers | 330,058,770 | — | — |
Deirdre C. Drake | 330,058,770 | — | — |
Esteban C. Iriarte | 330,058,770 | — | — |
Michael S. Irizarry | 330,058,770 | — | — |
Laurent C. Therivel | 330,058,770 | — | — |
Vicki L. Villacrez | 330,058,770 | — | — |
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 |
379,706,278 | 636,313 | 19,024 | — |
3.Proposal to approve the UScellular Compensation Plan for Non-Employee Directors, which includes approval of 500,000 UScellular Common Shares for issuance under the plan.
The proposal received the following votes and was approved:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
376,136,922 | 3,710,233 | 14,534 | 499,926 |
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in UScellular's Proxy Statement dated April 4, 2023 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-vote |
379,271,017 | 565,704 | 24,968 | 499,926 |
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 |
378,129,873 | 8,417 | 1,704,717 | 18,682 | 499,926 |
UScellular 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.