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Get filing alertsTDS shareholders approve all proposals at annual meeting, including officer exculpation
Filed May 26, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Shareholders approved charter amendments allowing officer exculpation with 88.9% support (110.2M for, 13.7M against), limiting officer liability for certain fiduciary duty breaches under Delaware law.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Common shareholders elected four directors with support ranging from 61.5% to 89.0%; Christopher D. O'Leary received lowest support at 61.5% (57.9M for, 36.2M withheld).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Series A Common shareholders unanimously elected eight directors with 74.8M votes each and zero withheld votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders approved executive compensation (say-on-pay) with 94.7% support (118.8M for, 6.6M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with 99.5% support (127.5M for, 0.5M against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
TDS held its annual shareholder meeting on May 21, 2026, with all proposals passing. The most notable outcome was approval of charter amendments permitting officer exculpation, which passed with 88.9% support. This change aligns TDS with recent Delaware law allowing companies to limit officer liability for certain breaches of fiduciary duty, similar to protections already available for directors.
In director elections, the Class A common stock capital structure (full multi-class details, if any, are in the charter exhibit / prospectus — not disclosed in this filing body) produced different results. Series A Common shareholders unanimously elected all eight nominees with 74.8 million votes each. Common shareholders elected four directors with varying support levels; Christopher D.
O'Leary received the lowest at 61.5%, with 36.2 million withheld votes representing 38.5% of votes cast. The remaining governance proposals—say-on-pay (94.7% support) and auditor ratification (99.5% support)—passed with routine margins. This was a standard annual meeting with no material governance concerns.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
TDS shareholders approved all proposals at the May 21, 2026 annual meeting, including director elections, auditor ratification, and officer exculpation.
Added in current filing · verify on EDGAR → · paraphrased
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
All twelve director nominees were elected. Series A Common Share holders elected eight directors unanimously with 74.8 million votes each. Common Share holders elected four directors with support ranging from 61.5% to 89.0% of votes cast; Christopher D. O'Leary received the lowest support at 61.5% (38.5% withheld).
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify