US Cellular 2008 Annual Report Download - page 10
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What is the voting power of the outstanding shares in matters other than the election of directors?
The following shows certain information relating to the outstanding shares and voting power of such
shares in matters other than the election of directors as of the record date:
Outstanding Votes per Total Voting
Class or Series of Common Stock Shares Share Power Percent
Series A Common Shares ....................... 33,005,877 10 330,058,770 86.0%
Common Shares .............................. 53,913,230 1 53,913,230 14.0%
Total ................................... 383,972,000 100.0%
How may shareholders vote in the election of directors in Proposal 1?
Holders of Common Shares may, with respect to the election of the one Class I director to be
elected by the holders of Common Shares, vote FOR the election of such director nominee or
WITHHOLD authority to vote for such director nominee.
TDS, as the sole holder of Series A Common Shares may, with respect to the election of the two
Class I directors to be elected by the holder of Series A Common Shares, vote FOR the election of such
director nominees or WITHHOLD authority to vote for such director nominees.
The board of directors recommends a vote FOR its nominees.
TDS has advised U.S. Cellular that it intends to vote FOR the board of directors’ nominees for
election as Class I directors.
How may shareholders vote with respect to the amended Non-Employee Director Compensation
Plan in Proposal 2?
Shareholders may, with respect to the proposal to approve the amended Non-Employee Director
Compensation Plan:
• vote FOR,
• vote AGAINST, or
• ABSTAIN from voting on this proposal.
The board of directors recommends a vote FOR this proposal.
TDS has advised U.S. Cellular that it intends to vote FOR the approval of the amended
Non-Employee Director Compensation Plan.
How may shareholders vote with respect to U.S. Cellular’s 2005 Long-Term Incentive Plan, as
amended, in Proposal 3?
Shareholders may, with respect to the proposal to approve U.S. Cellular’s 2005 Long-Term Incentive
Plan, as amended:
• vote FOR,
• vote AGAINST, or
• ABSTAIN from voting on this proposal.
The board of directors recommends a vote FOR this proposal.
TDS has advised U.S. Cellular that it intends to vote FOR the approval of U.S. Cellular’s 2005
Long-Term Incentive Plan, as amended.
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