TMUS 06/06/2014 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 5, 2014
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 5, 2014, 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 four 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, 2014;
(3)
Vote, on an advisory basis, to approve the compensation of the Company’s named executive officers for fiscal year 2013 as disclosed in the Proxy Statement; and
(4)
Vote on a stockholder proposal, if properly presented at the Annual Meeting.

Proposal 1 - Election of Directors

The following eleven directors were elected at the Annual Meeting to serve terms ending at the Company’s 2015 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
732,880,678
17,888,984
16,991,214
Thomas Dannenfeldt
684,299,893
66,469,769
16,991,214
Srikant M. Datar
722,302,998
28,466,664
16,991,214
Lawrence H. Guffey
732,429,229
18,340,433
16,991,214
Timotheus Höttges
700,616,258
50,153,404
16,991,214
Bruno Jacobfeuerborn
700,374,973
50,394,689
16,991,214
Raphael Kübler
684,140,278
66,629,384
16,991,214
Thorsten Langheim
684,147,670
66,621,992
16,991,214
John J. Legere
703,279,535
47,490,127
16,991,214
Teresa A. Taylor
732,887,032
17,882,630
16,991,214
Kelvin R. Westbrook
731,104,753
19,664,909
16,991,214

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, 2014 was approved as follows:
For
Against
Abstain
 
767,327,484
197,069
236,323
 

Proposal 3 - Advisory Vote to Approve Executive Compensation

The advisory vote to approve executive compensation was approved as follows:
For
Against
Abstain
Broker Non-Votes
746,406,034
3,823,551
540,077
16,991,214

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
50,161,695
664,097,122
36,510,845
16,991,214







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 6, 2014
 
/s/ J. Braxton Carter
 
 
J. Braxton Carter
Executive Vice President and Chief Financial Officer