ARRAY DIGITAL INFRASTRUCTURE, INC. — Regulatory Filings 2011

May 19, 2011

8-K 1 usm_8k.htm 8K usm_8k.htm - Generated by SEC Publisher for SEC Filing

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 17 , 2011

UNITED STATES CELLULAR CORPORATION (Exact name of registrant as specified in its charter)

Delaware	1-9712	62-1147325
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
8410 West Bryn Mawr, Suite 700, Chicago, Illinois		60631
(Address of principal executive offices)		(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 (see General Instruction A.2. below):

¨	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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of United States Cellular Corporation (the “Company”) held on May 17, 2011, 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 one Class III Director of the Company by the holders of Common Shares:

Nominee	For	Withhold	Broker Non-vote
J. Samuel Crowley	50,201,305	663,398	956,634

b. For the election of two Class III Directors of the Company 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	-	-

1. Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2011 :

This proposal received the following votes and was approved :

	For	Against	Abstain	Broker Non-vote
Common	51,800,360	17,968	3,009	-0-
Series A	330,058,770	-0-	-0-	-0-
Total	381,859,130	17,968	3,009	-0-

1. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company’s Proxy Statement dated April 14, 2011 (commonly known as “Say-on-Pay”).

This proposal received the following votes and was approved :

	For	Against	Abstain	Broker Non-vote
Common	46,267,398	1,004,828	3,592,477	956,634
Series A	330,058,770	-0-	-0-	-0-
Total	376,326,168	1,004,828	3,592,477	956,634

1. Advisory vote on whether future Say-on-Pay votes should be held every year, every two years or every three years (commonly known as “Say-on-Frequency”).

This proposal received the following votes, with the following choice receiving a majority of the votes: “ Every Year ”:

	Every Year (1 Year)	2 Years	3 Years	Abstain	Broker Non-vote
Common	45,428,486	17,567	1,779,515	3,639,135	956,634
Series A	330,058,770	-0-	-0-	-0-	-0-
Total	375,487,256	17,567	1,779,515	3,639,135	956,634

Based on the foregoing results and consistent with the substantial majority of the votes cast in favor of “Every Year”, the Company’s board of directors has adopted a policy to hold an advisory vote on executive compensation every year.

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, thereto duly authorized.

United States Cellular Corporation
(Registrant)
Date:	May 19, 2011
By:	/s/ Steven T. Campbell
	Steven T. Campbell
	Executive Vice President – Finance,
	Chief Financial Officer and Treasurer