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FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 17, 2011

 

UNITED STATES CELLULAR CORPORATION
 (Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

1-9712

 

62-1147325

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

8410 West Bryn Mawr, Suite 700, Chicago, Illinois

 

60631

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code:  (773) 399-8900

 

 

Not Applicable

(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 (see General Instruction A.2. below):

 

¨

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.

 

At the Annual Meeting of Shareholders of United States Cellular Corporation (the “Company”) held on May 17, 2011, the following number of votes were cast for the matters indicated.  The following voting results are final.

 

1.             Election of Directors.

 

                The following directors received the following votes and were elected:

               

a.             For the election of one Class III Director of the Company by the holders of Common Shares:

 

Nominee

For

 

Withhold

 

Broker Non-vote

J. Samuel Crowley

  

        50,201,305

 

663,398

 

956,634

 

b.             For the election of two Class III Directors of the Company by the holder of Series A Common Shares:

 

Nominee

 

For

 

Withhold

 

Broker Non-vote

LeRoy T. Carlson, Jr.

 

        330,058,770

 

-

 

-

Walter C.D. Carlson

 

        330,058,770

 

-

 

-

 

2.             Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as Independent Public Accountants for 2011:

 

                This proposal received the following votes and was approved:

 

 

For

 

Against

 

Abstain

 

Broker Non-vote

Common

51,800,360

 

17,968

 

3,009

 

-0-

Series A

330,058,770

 

-0-

 

-0-

 

-0-

  Total

381,859,130

 

17,968

 

3,009

 

-0-

 

3.  Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company’s Proxy Statement dated April 14, 2011 (commonly known as “Say-on-Pay”). 

 

This proposal received the following votes and was approved:

 

 

For

 

Against

 

Abstain

 

Broker Non-vote

Common

46,267,398

 

1,004,828

 

3,592,477

 

956,634

Series A

330,058,770

 

-0-

 

-0-

 

-0-

  Total

376,326,168

 

1,004,828

 

3,592,477

 

956,634

 

4.  Advisory vote on whether future Say-on-Pay votes should be held every year, every two years or every three years (commonly known as “Say-on-Frequency”). 

 

This proposal received the following votes, with the following choice receiving a majority of the votes:  “Every Year”:

 

 

Every Year

(1 Year)

 

 

2 Years

 

 

3 Years

 

 

Abstain

 

Broker Non-vote

Common

45,428,486

 

17,567

 

1,779,515

 

3,639,135

 

956,634

Series A

330,058,770

 

-0-

 

-0-

 

-0-

 

-0-

  Total

375,487,256

 

17,567

 

1,779,515

 

3,639,135

 

956,634

 

Based on the foregoing results and consistent with the substantial majority of the votes cast in favor of “Every Year”, the Company’s board of directors has adopted a policy to hold an advisory vote on executive compensation every year.

 


 

 

SIGNATURES

 

 

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, thereto duly authorized.

 

 

 

 

 

 

United States Cellular Corporation

(Registrant)

 

 

Date:

May 19, 2011

 

 

By:

/s/ Steven T. Campbell

 

 

Steven T. Campbell

 

Executive Vice President – Finance,

 

      Chief Financial Officer and Treasurer