Shareholders back TDS (NYSE: TDS) directors, auditor and Say-on-Pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Telephone and Data Systems, Inc. reported the final voting results from its May 21, 2026 annual meeting. Holders of Series A Common Shares unanimously elected eight directors, with each nominee receiving 74,832,251 votes and 20,040 broker non-votes.
Holders of Common Shares elected four directors, with support ranging from 57,851,257 to 83,654,676 votes. Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accountants with 127,469,299 votes for, approved amendments to allow exculpation of officers with 110,192,258 votes for, and passed the advisory Say-on-Pay resolution with 118,794,713 votes for.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Series A director votes per nominee: 74,832,251 votes
Common shareholder support for Dirk S. Woessner: 83,654,676 votes for
Auditor ratification votes for PwC: 127,469,299 votes for
+4 more
7 metrics
Series A director votes per nominee
74,832,251 votes
Election of eight directors by Series A Common holders, 20,040 broker non-votes each
Common shareholder support for Dirk S. Woessner
83,654,676 votes for
Election of director by holders of Common Shares, with 10,352,254 withhold
Auditor ratification votes for PwC
127,469,299 votes for
Ratification of PricewaterhouseCoopers LLP as independent registered public accountants for 2026
Officer exculpation amendment approval
110,192,258 votes for
Approval of amendments to Restated Certificate to allow for exculpation of officers
Officer exculpation votes against
13,684,261 votes against
Opposition to amendments for officer exculpation at annual meeting
Say-on-Pay approval votes
118,794,713 votes for
Advisory approval of named executive officer compensation as disclosed in April 8, 2026 proxy
Say-on-Pay votes against
6,649,586 votes against
Opposition to advisory compensation proposal for named executive officers
Key Terms
Independent Registered Public Accountants, exculpation of officers, Say-on-Pay, Broker Non-vote, +1 more
5 terms
Independent Registered Public Accountants financial
"Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
exculpation of officers regulatory
"approve amendments to TDS' Restated Certificate of Incorporation to allow for exculpation of officers"
Say-on-Pay financial
"commonly known as "Say-on-Pay""
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Broker Non-vote financial
"Nominee | For | Withhold | Broker Non-vote"
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 21, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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) | |||||
| 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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
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).
Emerging growth company | |||||
| ☐ | 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 | |||||||||||
FAQ
Were all Telephone and Data Systems (TDS) director nominees elected?
All listed director nominees were elected. Series A Common shareholders unanimously elected eight directors with 74,832,251 votes each, while Common shareholders elected four directors, whose support ranged from 57,851,257 to 83,654,676 votes, with additional broker non-votes reported for each nominee.
What was the outcome of TDS' proposal to allow exculpation of officers?
Shareholders approved amendments to TDS' Restated Certificate of Incorporation to allow for exculpation of officers. The proposal received 110,192,258 votes for, 13,684,261 votes against, 1,851,178 abstentions, and 2,420,522 broker non-votes, indicating shareholder support for the amendments.