UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2015
T-MOBILE US, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 1-33409 | 20-0836269 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
of incorporation or organization) | Identification No.) | |||
12920 SE 38th Street | ||
Bellevue, Washington | 98006-1350 | |
(Address of principal executive offices) | (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)) |
Item 5.07 - Submission of Matters to a Vote of Security Holders.
T-Mobile US, Inc. (the “Company”) held the Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2015, after notice was duly given and at which a quorum of the Company’s stockholders was represented by proxy or in person. At the Annual Meeting, the following five proposals were presented:
(1) | Elect eleven directors named in the Proxy Statement to the Company’s Board of Directors; |
(2) | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; |
(3) | Approve the T-Mobile US, Inc. 2014 Employee Stock Purchase Plan; |
(4) | Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding Human Rights Risk Assessment; and |
(5) | Vote on a stockholder proposal, if properly presented at the Annual Meeting, regarding Proxy Access. |
Proposal 1 - Election of Directors
The following eleven directors were elected at the Annual Meeting to serve terms ending at the Company’s 2016 Annual Meeting of Stockholders, or until their successors are elected and qualified, unless the director earlier resigns, retires, passes away or otherwise no longer serves as a director:
Director Nominee | For | Authority Withheld | Broker Non-Votes |
W. Michael Barnes | 653,204,332 | 77,186,004 | 23,629,240 |
Thomas Dannenfeldt | 646,817,039 | 83,573,297 | 23,629,240 |
Srikant M. Datar | 720,296,911 | 10,093,425 | 23,629,240 |
Lawrence H. Guffey | 652,875,142 | 77,515,194 | 23,629,240 |
Timotheus Höttges | 692,203,893 | 38,186,443 | 23,629,240 |
Bruno Jacobfeuerborn | 691,960,082 | 38,430,254 | 23,629,240 |
Raphael Kübler | 646,743,432 | 83,646,904 | 23,629,240 |
Thorsten Langheim | 647,997,791 | 82,392,545 | 23,629,240 |
John J. Legere | 696,942,177 | 33,448,159 | 23,629,240 |
Teresa A. Taylor | 653,082,158 | 77,308,178 | 23,629,240 |
Kelvin R. Westbrook | 717,346,710 | 13,043,626 | 23,629,240 |
Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2015 was approved as follows:
For | Against | Abstain | |
753,567,014 | 295,788 | 156,774 | |
Proposal 3 - Approval of the T-Mobile US, Inc. 2014 Employee Stock Purchase Plan
The stockholders approved the T-Mobile US, Inc. 2014 Employee Stock Purchase Plan as follows:
For | Against | Abstain | Broker Non-Votes |
703,881,563 | 26,403,159 | 105,614 | 23,629,240 |
Proposal 4 - Vote on Stockholder Proposal
The stockholder proposal related to human rights risk assessment was not approved as follows:
For | Against | Abstain | Broker Non-Votes |
38,498,273 | 672,495,098 | 19,396,965 | 23,629,240 |
Proposal 5 - Vote on Stockholder Proposal
The stockholder proposal related to proxy access was not approved as follows:
For | Against | Abstain | Broker Non-Votes |
128,439,530 | 601,598,286 | 352,520 | 23,629,240 |
SIGNATURE
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 5, 2015 | /s/ J. Braxton Carter | |
J. Braxton Carter Executive Vice President and Chief Financial Officer | ||