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ARRAY DIGITAL INFRASTRUCTURE, INC. Regulatory Filings 2018

May 25, 2018

31133_rns_2018-05-25_9d5bc40f-b143-470d-932a-9da784ab8726.zip

Regulatory Filings

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8-K 1 usm8k.htm 8-K HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 22, 2018
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-09712 62-1147325
(State or other jurisdiction of (Commission (I.R.S. Employer Identification No.)
incorporation or organization) File Number)
8410 West Bryn Mawr, 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 i ntended 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 230.42 5)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 193 3 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant h as 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 on May 2 2 , 201 8 , 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 :

  1. For the election of three Directors of U.S. Cellular by the holders of Common Shares:
Nominee For Withhold Broker Non-vote
J. Samuel Crowley 49,093,567 699,013 1,212,731
Gregory P. Josefowicz 49,493,305 299,275 1,212,731
Cecelia D. Stewart 49,513,762 278,818 1,212,731
  1. For the election of eight Directors of U.S. Cellular by the holder of Series A Common Shares:
Nominee For Withhold Broker Non-vote
Steven T. Campbell 330,058,770 - -
LeRoy T. Carlson, Jr. 330,058,770 - -
Walter C.D. Carlson 330,058,770 - -
Ronald E. Daly 330,058,770 - -
Harry J. Harczak. Jr. 330,058,770 - -
Kenneth R. Meyers 330,058,770 - -
Peter L. Sereda 330,058,770 - -
Kurt B. Thaus 330,058,770 - -
  1. Proposal to ratify the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 201 8 :

This proposal received the following votes and was approved :

For Against Abstain Broker Non-vote
380,909,138 152,460 2,483 -
  1. Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in U.S. Cellular’s Proxy Statement dated April 10 , 201 8 (commonly known as “Say-on-Pay”) :

This proposal received the following votes and was approved :

For Against Abstain Broker Non-vote
379,278,244 526,002 47,104 1,212,731
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.
UNITED STATES CELLULAR CORPORATION
(Registrant)
Date: May 25, 2018 By: /s/ Steven T. Campbell
Steven T. Campbell
Executive Vice President - Finance,
Chief Financial Officer and Treasurer
(principal financial officer)