ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Dec 31, 2023. Filed Apr 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 9, 2024
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| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 14A | |
| Proxy Statement Pursuant to Section 14(a) of | |
| the Securities Exchange Act of 1934 (Amendment No. ) | |
| Filed by the Registrant ☒ | |
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| United States Cellular Corporation | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, If other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED STATES CELLULAR CORPORATION
8410 West Bryn Mawr AvenueChicago, Illinois 60631Phone: (773) 399-8900
April 9, 2024
Dear Fellow Shareholders:
You are cordially invited to attend the 2024 annual meeting of shareholders ("2024 Annual Meeting") of United States Cellular Corporation ("UScellular" or the "Company") on Tuesday, May 21, 2024, at 8:30 a.m., Central Time, at Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois. At the meeting, we will report on the accomplishments and plans of UScellular.
The Notice of the 2024 Annual Meeting of Shareholders and 2024 Proxy Statement ("2024 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2023 Annual Report to shareholders ("2023 Annual Report"). At the 2024 Annual Meeting, shareholders are being asked to take the following actions:
elect the director nominees named in the attached 2024 Proxy Statement;
ratify the selection of independent registered public accounting firm for the current fiscal year; and
approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2024 Proxy Statement (commonly known as "Say-on-Pay").
Your Board of Directors unanimously recommends a vote "FOR" its nominees for election as directors, "FOR" the proposal to ratify accountants, and "FOR" the Say-on-Pay proposal.
We would like to have as many shareholders as possible represented at the 2024 Annual Meeting. Therefore, whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card(s), or vote on the Internet in accordance with the instructions set forth on the proxy card(s).
| Very truly yours, | |
|---|---|
| LeRoy T. Carlson, Jr.Chair | Laurent C. TherivelPresident and Chief Executive Officer |
As UScellular celebrated its 40th anniversary in 2023, we are pleased to reflect on our accomplishments and share our strategic priorities for the future. As always, we remain committed to connecting people to what matters most.
We are proud of how our associates have continued to serve customers, communities, stakeholders and each other over the years, particularly during 2023, given the fierce competition for subscribers in the markets we serve. We kept our focus on our goal of effectively balancing subscriber objectives with financial goals, which led to increased profitability year over year.
Balancing Growth and Profitability
Looking ahead to 2024, UScellular’s operational priorities will continue to focus on balancing subscriber growth with financial discipline.
Financial Discipline
In 2024, we plan to keep working on our multi-year cost optimization program as part of our commitment to financial discipline. Building upon the successes achieved in recent years, we will remain laser-focused on identifying further opportunities for enhancing efficiencies in the coming year.
Exploration of Strategic Alternatives for UScellular
In August of 2023 the boards of directors of TDS and UScellular decided to initiate a process to explore strategic alternatives for UScellular. At the time of this proxy’s printing, the review remains active and on-going.
Thank You
Finally, we would like to thank our associates for their unwavering dedication and innovation in delivering outstanding services, products, and experiences to our customers. We also want to thank our shareholders for their continued support of our long-term strategies.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.