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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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| 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.
- Election of Directors:
The following directors received the following votes and were elected :
- 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 |
- 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 | - | - |
- 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 | - |
- 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) |
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