TMUS 06/02/2015 Form 8-K


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