Date of Report (Date of earliest event reported): May 21, 2026
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-14157
36-2669023
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
30 North LaSalle Street, Suite 4000, Chicago, Illinois60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312)630-1900
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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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, $.01 par value
TDS
New York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value
TDSPrU
New York Stock Exchange
Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value
TDSPrV
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).
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Emerging growth company
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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 of Telephone and Data Systems, Inc. (TDS) on May 21, 2026, 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
LeRoy T. Carlson, Jr.
74,832,251
—
20,040
Letitia G. Carlson, M.D.
74,832,251
—
20,040
Prudence E. Carlson
74,832,251
—
20,040
Walter C. D. Carlson
74,832,251
—
20,040
Kenneth S. Dixon
74,832,251
—
20,040
George W. Off
74,832,251
—
20,040
Napoleon B. Rutledge, Jr.
74,832,251
—
20,040
Vicki L. Villacrez
74,832,251
—
20,040
b. For the election of four Directors of TDS by the holders of Common Shares:
Nominee
For
Withhold
Broker Non-vote
Kimberly D. Dixon
83,131,138
10,875,791
4,433,834
Christopher D. O'Leary
57,851,257
36,155,672
4,433,834
Wade Oosterman
83,646,319
10,360,610
4,433,834
Dirk S. Woessner
83,654,676
10,352,254
4,433,834
2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2026.
The proposal received the following votes and was approved:
For
Against
Abstain
Broker Non-vote
127,469,299
516,563
162,357
—
3.Proposal to approve amendments to TDS' Restated Certificate of Incorporation to allow for exculpation of officers.
The proposal received the following votes and was approved:
For
Against
Abstain
Broker Non-vote
110,192,258
13,684,261
1,851,178
2,420,522
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in TDS' Proxy Statement dated April 8, 2026 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
For
Against
Abstain
Broker Non-vote
118,794,713
6,649,586
283,398
2,420,522
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.
TELEPHONE AND DATA SYSTEMS, INC.
Date:
May 26, 2026
By:
/s/ Vicki L. Villacrez
Vicki L. Villacrez
Executive Vice President and Chief Financial Officer
