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T-Mobile (NASDAQ: TMUS) investors approve board slate, auditor and 2025 executive pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T-Mobile US, Inc. reported results from its June 16, 2026 Annual Meeting of Stockholders. Stockholders elected 13 director nominees, each to serve until the 2027 annual meeting or until a successor is chosen. The slate included executives and independent directors such as G. Michael Sievert, Letitia A. Long, and others.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,024,896,937 votes for, 460,461 against, and 954,018 abstentions. In a non-binding advisory vote, compensation for the company’s named executive officers for 2025 was approved, receiving 723,426,378 votes for, 263,459,102 against, and 530,999 abstentions, plus 38,894,937 broker non-votes.

Positive

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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.
Auditor ratification for votes 1,024,896,937 votes For Deloitte & Touche LLP as 2026 auditor
Auditor ratification against votes 460,461 votes Against Deloitte & Touche LLP as 2026 auditor
Say-on-pay for votes 723,426,378 votes For 2025 executive compensation advisory proposal
Say-on-pay against votes 263,459,102 votes Against 2025 executive compensation advisory proposal
Broker non-votes on say-on-pay 38,894,937 votes Broker non-votes on 2025 compensation advisory proposal
Highest director support 963,716,340 votes For election of director nominee Srikant M. Datar
Broker Non-Votes financial
"Broker Non-Votes 723,426,378 | | 263,459,102 | | 530,999 | | 38,894,937"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Annual Meeting of Stockholders financial
"On June 16, 2026, T-Mobile US, Inc. held its Annual Meeting of Stockholders"
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"The compensation provided to the Company’s named executive officers for 2025 was approved by an advisory vote"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"Advisory Vote to Approve the Compensation Provided to the Company’s Named Executive Officers for 2025"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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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): June 16, 2026

 

 

 

LOGO

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-33409   20-0836269

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12920 SE 38th Street

Bellevue, Washington

(Address of principal executive offices)

98006-1350

(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

 

(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(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.00001 per share   TMUS   The NASDAQ Stock Market LLC
3.550% Senior Notes due 2029   TMUS29   The NASDAQ Stock Market LLC
3.700% Senior Notes due 2032   TMUS32   The NASDAQ Stock Market LLC
3.150% Senior Notes due 2032   TMUS32A   The NASDAQ Stock Market LLC
3.200% Senior Notes due 2032   TMUS32B   The NASDAQ Stock Market LLC
3.625% Senior Notes due 2035   TMUS35   The NASDAQ Stock Market LLC
3.850% Senior Notes due 2036   TMUS36   The NASDAQ Stock Market LLC
3.500% Senior Notes due 2037   TMUS37   The NASDAQ Stock Market LLC
3.900% Senior Notes due 2038   TMUS38   The NASDAQ Stock Market LLC
3.800% Senior Notes due 2045   TMUS45   The NASDAQ Stock Market LLC
6.250% Senior Notes due 2069   TMUSL   The NASDAQ Stock Market LLC
5.500% Senior Notes due March 2070   TMUSZ   The NASDAQ Stock Market LLC
5.500% Senior Notes due June 2070   TMUSI   The NASDAQ Stock Market LLC

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.

On June 16, 2026, T-Mobile US, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following three proposals were presented, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”):

 

(1)

Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors;

 

(2)

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

 

(3)

Conduct an advisory vote to approve the compensation provided to the Company’s named executive officers for 2025.

Proposal 1 – Election of Directors.

The following 13 director nominees were elected as directors, each to hold office until the Company’s 2027 Annual Meeting of Stockholders, or until his/her successor is elected and qualified, by the votes set forth below:

 

Director Nominee

   For      Withhold      Broker Non-Votes  

Marcelo Claure

     929,341,631        58,074,848        38,894,937  

Thomas Dannenfeldt

     956,024,963        31,391,516        38,894,937  

Srikant M. Datar

     963,716,340        23,700,139        38,894,937  

Srinivasan Gopalan

     909,941,944        77,474,535        38,894,937  

Timotheus Höttges

     885,930,111        101,486,368        38,894,937  

Christian P. Illek

     779,242,326        208,174,153        38,894,937  

James J. Kavanaugh

     962,920,443        24,496,036        38,894,937  

Raphael Kübler

     773,236,481        214,179,998        38,894,937  

Thorsten Langheim

     886,697,248        100,719,231        38,894,937  

Dominique Leroy

     773,292,579        214,123,900        38,894,937  

Letitia A. Long

     918,935,365        68,481,114        38,894,937  

G. Michael Sievert

     890,930,986        96,485,493        38,894,937  

Teresa A. Taylor

     868,701,750        118,714,729        38,894,937  

Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified by the votes set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,024,896,937   460,461   954,018  


Proposal 3 – Advisory Vote to Approve the Compensation Provided to the Company’s Named Executive Officers for 2025.

The compensation provided to the Company’s named executive officers for 2025 was approved by an advisory vote, as set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

723,426,378   263,459,102   530,999   38,894,937


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.

 

 

      T-MOBILE US, INC.
June 18, 2026      

/s/ Peter Osvaldik

 

      Name: Peter Osvaldik

 

      Title: Chief Financial Officer

FAQ

What did T-Mobile (TMUS) shareholders approve at the June 16, 2026 annual meeting?

Shareholders elected 13 directors, ratified Deloitte & Touche LLP as auditor, and approved 2025 executive pay. The auditor ratification received 1,024,896,937 votes for, while the advisory say-on-pay proposal drew 723,426,378 votes for and 263,459,102 against.

How did T-Mobile (TMUS) shareholders vote on the 2025 executive compensation proposal?

Shareholders approved the 2025 executive compensation package in an advisory vote. The proposal received 723,426,378 votes for, 263,459,102 against, 530,999 abstentions, and 38,894,937 broker non-votes, indicating substantial but not unanimous support for management’s pay practices.

Which auditor did T-Mobile (TMUS) shareholders ratify for fiscal year 2026?

Shareholders ratified Deloitte & Touche LLP as T-Mobile’s independent registered public accounting firm for the year ending December 31, 2026. The ratification drew 1,024,896,937 votes for, 460,461 against, and 954,018 abstentions, with no broker non-votes reported on this item.

How many directors were elected at T-Mobile (TMUS) 2026 annual meeting and how strong was support?

Thirteen director nominees were elected to serve until the 2027 annual meeting. Support levels varied, with many nominees receiving over 900 million votes for; for example, Srikant M. Datar received 963,716,340 votes for and 23,700,139 withheld, plus 38,894,937 broker non-votes.

Did any T-Mobile (TMUS) director nominees face significant opposition in the 2026 vote?

Some nominees saw higher withhold levels but were still elected. For instance, Christian P. Illek received 779,242,326 votes for and 208,174,153 withheld, while Raphael Kübler received 773,236,481 for and 214,179,998 withheld, along with 38,894,937 broker non-votes for each.

What were the broker non-votes on T-Mobile (TMUS) 2025 say-on-pay and director elections?

Broker non-votes totaled 38,894,937 on both the director elections and the 2025 say-on-pay proposal. Broker non-votes typically arise when intermediaries lack authority to vote on non-routine items without specific instructions from beneficial owners.

Filing Exhibits & Attachments

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