TELEPHONE & DATA SYSTEMS INC /DE/ 8-K

What Happened
Telephone & Data Systems, Inc. (TDS) filed an 8-K on May 26, 2026 reporting the final voting results from its May 21, 2026 annual meeting (Item 5.07). TDS shareholders elected directors (results reported separately for Series A and Common shares), ratified PricewaterhouseCoopers LLP as independent auditors for 2026, approved an amendment to the Restated Certificate of Incorporation to allow exculpation of officers, and approved the advisory “Say-on-Pay” vote on executive compensation. The filing was signed by Vicki L. Villacrez, Executive Vice President and Chief Financial Officer.

Key Details

• Series A Common Shares: eight directors (LeRoy T. Carlson, Jr.; Letitia G. Carlson, M.D.; Prudence E. Carlson; Walter C. D. Carlson; Kenneth S. Dixon; George W. Off; Napoleon B. Rutledge, Jr.; Vicki L. Villacrez) each received 74,832,251 votes for, with 20,040 broker non-votes.
• Common Shares director elections: Kimberly D. Dixon — For 83,131,138 / Withhold 10,875,791 / Broker non-vote 4,433,834; Christopher D. O'Leary — For 57,851,257 / Withhold 36,155,672 / Broker non-vote 4,433,834; Wade Oosterman — For 83,646,319 / Withhold 10,360,610 / Broker non-vote 4,433,834; Dirk S. Woessner — For 83,654,676 / Withhold 10,352,254 / Broker non-vote 4,433,834.
• Auditor ratification: PricewaterhouseCoopers LLP approved — For 127,469,299; Against 516,563; Abstain 162,357.
• Charter amendment to allow exculpation of officers approved — For 110,192,258; Against 13,684,261; Abstain 1,851,178; Broker non-vote 2,420,522.
• Advisory “Say-on-Pay” approved — For 118,794,713; Against 6,649,586; Abstain 283,398; Broker non-vote 2,420,522.

Why It Matters
These results confirm TDS’s board slate and governance actions for 2026: auditors are ratified (providing continuity in financial reporting) and shareholders approved a charter change to permit officer exculpation and the company’s executive-compensation approach on an advisory basis. For investors, the votes reflect shareholder support for current leadership, auditors and compensation policies, and formalize the company’s ability to adopt officer exculpation in its charter.