Independent
Tenure on this board
8.0 yrs
12 nominees · 4 ballot items.
Elect 12 directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; approve an amendment to the Restated Certificate of Incorporation to permit exculpation of officers; and approve, on an advisory basis, the compensation of named executive officers (Say-on-Pay).
Elect twelve director nominees (four by Common Shares, eight by Series A Common Shares) to serve until the 2027 annual meeting.
Ratify PricewaterhouseCoopers LLP as TDS' independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company's Restated Certificate of Incorporation to add officer exculpation for monetary damages for breaches of the duty of care, subject to limitations under Delaware law (DGCL Section 102(b)(7)).
This management proposal requests shareholder approval to amend the Company’s Restated Certificate of Incorporation to provide statutory-style exculpation for officers for monetary damages arising from breaches of the duty of care to the corporation, subject to the limits in Delaware General Corporation Law Section 102(b)(7). Management seeks shareholder approval because the DGCL change permitting officer exculpation is optional and requires express authorization in the charter; the Board believes adopting this provision reduces the risk of nuisance litigation and associated costs (including potential increases in directors’ and officers’ liability insurance premiums) and is necessary to attract and retain qualified executive talent. The amendment expressly preserves liability for breaches of the duty of loyalty, intentional misconduct or knowing violations of law, derivative claims, and liability under Section 174 of the DGCL, and limits the exculpation to monetary damages while leaving equitable remedies intact. If approved, the amendment becomes effective upon filing with the Delaware Secretary of State and will not apply retroactively to acts or omissions occurring prior to effectiveness. From a governance perspective, the proposal narrows exposure for officers to negligence-based monetary claims while maintaining accountability for bad faith, self-dealing, and unlawful conduct; this is consistent with precedent under Delaware law but may raise shareholder concerns about weakening oversight of management. The Board frames the change as aligning officer protections with existing director protections and as a market practice that could lower litigation and insurance costs; opponents would likely argue it further shields insiders at a controlled company where family trustees hold substantial voting power. The measure requires approval by holders of a majority of the voting power of outstanding shares entitled to vote on the proposal, so the Company’s controlling voting block is a significant factor in the outcome. Overall, the proposal is a defensive, charter-level governance change intended to reduce personal monetary exposure for officers within statutory boundaries, with tradeoffs between managerial risk protection and perceived investor protections and accountability.
Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s compensation of Named Executive Officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. The Board and its Compensation and Human Resources Committee seek endorsement to validate their pay-for-performance approach, which in 2025 combined cash bonuses (weighted 80% company, 20% individual for most NEOs) with long-term equity (mixes of performance share units and restricted stock units) and performance metrics tied to Array, TDS Telecom, and relative TSR. Management emphasizes that the program is intended to attract and retain executives, align pay with both short- and long-term objectives, and reflects independent consultant benchmarking; prior year support was strong (approximately 93% in favor). Key contextual factors include the 2025 strategic transaction (sale of UScellular wireless business) and related transaction bonuses, management transitions (new CEOs across businesses), and adjustments to performance awards certified in early 2026. Because the vote is advisory, a negative outcome would not nullify compensation arrangements but the Board has committed to consider shareholder feedback in future decisions; historically TDS has responded to engagement and retained its Say-on-Pay cadence annually. Potential shareholder concerns include the magnitude of certain discretionary or transaction-related awards and the degree of discretion in CEO bonus determinations, while proponents will point to demonstrated alignment of compensation with corporate results and retention needs amid significant corporate change. The Board’s recommendation for FOR reflects its view that the compensation program is reasonable, competitive, and aligned with long-term shareholder interests; shareholders should weigh the advisory endorsement against recent pay outcomes and the Company’s governance structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.3% | 10,500,315 | $442M |
| 2 | Third Point LLCActivist | 5.8% | 6,600,000 | $278M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 6,256,295 | $263M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 6,219,719 | $262M |
| 5 | CARRONADE CAPITAL MANAGEMENT, LP | 4.1% | 4,623,934 | $195M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 4,304,742 | $181M |
| 7 | OAKTREE CAPITAL MANAGEMENT LPActivist | 3.8% | 4,292,243 | $181M |
| 8 | STATE STREET CORP | 3.7% | 4,191,440 | $176M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.2% | 3,688,614 | $155M |
| 10 | BlackRock, Inc. | 2.7% | 3,031,054 | $128M |
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