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TMUS > SEC Filings for TMUS > Form 8-K on 4-Jun-2013All Recent SEC Filings

Show all filings for T-MOBILE US, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for T-MOBILE US, INC.


4-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the T-Mobile US, Inc. 2013 Omnibus Incentive Plan

At the Annual Meeting of Stockholders (the "Annual Meeting") of T-Mobile US, Inc. (the "Company") held on June 4, 2013, the Company's stockholders approved the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (the "2013 Plan"). The 2013 Plan was adopted by the Company's board of directors (the "Board") on May 1, 2013, subject to stockholder approval.

The 2013 Plan authorizes the issuance of up to an aggregate maximum of 63,275,000 shares of the Company's common stock, subject to adjustment as described in the 2013 Plan, as well as up to 11,471,996 shares of common stock (the number of such shares as of May 8, 2013), subject to adjustment as described in the 2013 Plan, that were subject to outstanding awards under the Company's predecessor equity plans on the date of stockholder approval of the 2013 Plan that subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards in shares).

The 2013 Plan may be administered by the Board, or by a committee appointed by the Board or such committee's delegate (each referred to as the "Committee"). The Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards. The 2013 Plan authorizes the Committee to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock based awards, and performance awards that may be denominated in stock or cash and may be paid in stock or cash. Awards may be granted to the Company's officers, employees, consultants and advisors of the Company and its affiliates and to non-employee directors. Unless earlier terminated by the Board, the 2013 Plan will terminate, and no further awards may be granted, after June 4, 2023.

The material features of the 2013 Plan are described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 17, 2013, and amended on May 28, 2013, entitled "Proposal 3-Approval of the T-Mobile US, Inc. 2013 Omnibus Incentive Plan," which description, as amended, is filed as Exhibit 99.1 with this Form 8-K and incorporated herein by reference. The description of the 2013 Plan is qualified in its entirety by reference to the copy of the full text of the 2013 Plan, which is filed as Exhibit 10.1 to this Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders.

As discussed in Item 5.02 above, the Company held the Annual Meeting on June 4, 2013, 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 three 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, 2013; and

(3) Approve the T-Mobile US, Inc. 2013 Omnibus Incentive Plan.

Proposal 1 - Election of Directors

The following eleven directors were elected at the Annual Meeting to serve terms
ending at the Company's 2014 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    659,367,902        4,841,540          34,674,564
       Srikant M. Datar     655,209,513        8,999,929          34,674,564
      Lawrence H. Guffey    618,288,016       45,921,426          34,674,564
       Timotheus Höttges    630,859,678       33,349,764          34,674,564
        Raphael Kübler      618,554,767       45,654,675          34,674,564
       Thorsten Langheim    619,054,927       45,154,515          34,674,564
        John J. Legere      636,715,245       27,494,197          34,674,564
         René Obermann      618,237,151       45,972,291          34,674,564
      James N. Perry, Jr.   659,276,991        4,932,451          34,674,564
       Teresa A. Taylor     662,466,423        1,743,019          34,674,564
      Kelvin R. Westbrook   661,146,766        3,062,676          34,674,564


Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year 2013 as follows:

For Against Abstain 698,667,216 81,100 135,690

Proposal 3 - Approval of the T-Mobile US, Inc. 2013 Omnibus Incentive Plan

The stockholders approved the T-Mobile US, Inc. 2013 Omnibus Incentive Plan as follows:

For Against Abstain Broker Non-Votes 660,122,835 3,947,186 139,421 34,674,564



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit                                   Description

10.1         T-Mobile US, Inc. 2013 Omnibus Incentive Plan

10.2         Form of Restricted Stock Unit Award Agreement for Non-Employee
             Directors under the T-Mobile US, Inc. 2013 Omnibus Incentive Plan

99.1         The section entitled "Proposal 3-Approval of the T-Mobile US, Inc.
             2013 Omnibus Incentive Plan" appearing on pages 92-99 of the Company's
             Definitive Proxy Statement (incorporated by reference to pages 92-99
             of the Company's Definitive Proxy Statement filed on May 17, 2013, as
             amended by the Definitive Additional Materials filed on May 28, 2013,
             File No. 1-33409)


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