--- schema_version: "secwatch.filing_event.v1" accession: "0001051512-23-000035" form_type: "8-K" ticker: "TDS" cik: "0001051512" company_name: "TELEPHONE & DATA SYSTEMS INC /DE/" filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:13:53.317120+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # TDS annual meeting: all directors elected, say-on-pay approved, recap proposal defeated ## Summary - All 12 director nominees elected; George W. Off received 47.1M for vs 44.4M withhold. - Ratification of PwC as auditor approved: 124.5M for, 1.2M against. - Non-Employee Director compensation plan approved, authorizing 500,000 common shares. - Say-on-pay approved (115.6M for, 7.5M against); company adopts annual advisory vote frequency. - Shareholder proposal for equal vote per share defeated: 40.8M for, 82.2M against. ## SEC filing metadata - accession: 0001051512-23-000035 - form_type: 8-K - ticker: TDS - cik: 0001051512 - company_name: TELEPHONE & DATA SYSTEMS INC /DE/ - filed_at: 2023-05-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/tds-20230518.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001051512-23-000035 - JSON: https://secwatch.observer/filing/0001051512-23-000035.json - Plain text: https://secwatch.observer/filing/0001051512-23-000035.txt ## Key facts - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Advisory vote on the frequency of Say-on-Pay votes at the 2023-05-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Election of Directors by the holders of Common Shares at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for the year ending December 31, 2023 at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: 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 — evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders rejected Shareholder proposal to recapitalize TDS' outstanding stock to have an equal vote per share at the 2023-05-18 meeting. - Outcome: failed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Approve the TDS Compensation Plan for Non-Employee Directors, including approval of 500,000 TDS Common Shares for issuance under the plan at the 2023-05-18 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Election of Directors by the holders of Series A Common Shares at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm - Shareholder Votes TELEPHONE & DATA SYSTEMS INC /DE/ shareholders approved Advisory approval of the compensation of named executive officers as disclosed in the Proxy Statement dated April 5, 2023 (Say-on-Pay) at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1051512/000105151223000035/0001051512-23-000035-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.