US Cellular 2008 Annual Report Download - page 11

How may shareholders vote with respect to Proposal 4?
With respect to the proposal to ratify the selection of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for 2009, shareholders may:
• vote FOR,
• vote AGAINST, or
• ABSTAIN from voting on the proposal.
The board of directors recommends a vote FOR this proposal.
TDS has advised U.S. Cellular that it intends to vote FOR the ratification of the selection of
PricewaterhouseCoopers LLP as independent registered public accounting firm.
How do I vote?
Proxies are being requested from the holders of Common Shares in connection with the election of
one Class I director, the approval of the amended Non-Employee Director Plan, the approval of U.S.
Cellular’s 2005 Long-Term Incentive Plan, as amended, and the ratification of independent registered
public accountants. Whether or not you plan to attend the meeting, please sign and mail your proxy in
the enclosed self-addressed envelope to Proxy Services, c/o Computershare Investor Services,
P.O. Box 43126, Providence, Rhode Island 02940-5138. You have the power to revoke your proxy at any
time before it is voted, and the giving of a proxy will not affect your right to vote in person if you attend
the annual meeting.
How will proxies be voted?
All properly executed and unrevoked proxies received in the accompanying form in time for the 2009
annual meeting will be voted in the manner directed on the proxies.
If no direction is made, a proxy by any shareholder will be voted FOR the election of the named
director nominee to serve as a Class I director, FOR the proposal to approve the amended
Non-Employee Director Compensation Plan, FOR the approval of U.S. Cellular’s 2005 Long-Term
Incentive Plan, as amended, and FOR the proposal to ratify the selection of
PricewaterhouseCoopers LLP as our independent registered public accountants for 2009.
If a proxy indicates that all or a portion of the votes represented by such proxy are not being voted
with respect to a particular matter, such non-votes will not be considered present and entitled to vote on
such matter. However, the shares represented by such proxies may be considered present and entitled
to vote on other matters and will count for purposes of determining the presence of a quorum.
Because the board of directors has no knowledge of any other proposals to be presented at the
2009 annual meeting and because no other proposals were received by U.S. Cellular by the date
specified by the advance notice provision in U.S. Cellular’s Bylaws, the proxy solicited by the board of
directors for the 2009 annual meeting confers discretionary authority to vote on any matter that may
properly come before such meeting or any adjournment, postponement, continuation or rescheduling
thereof, other than the foregoing proposals.
How will my shares be voted if I own shares through a broker?
If you are the beneficial owner of shares held in ‘‘street name’’ by a broker, bank, or other nominee
(‘‘broker’’), such broker, as the record holder of the shares, is required to vote those shares in
accordance with your instructions. If you do not give instructions to the broker, under Rule 452 of the
New York Stock Exchange, depending on the timing of certain actions, the nominee may be entitled to
vote the shares with respect to ‘‘discretionary’’ items but will not be permitted to vote the shares with
respect to ‘‘non-discretionary’’ items (in which case such shares will be treated as ‘‘broker non-votes’’).
In addition, whether the broker can or will vote your shares if you do not give instructions to the broker
and how such shares may be voted by the broker (i.e., proportionately with voting instructions received
by the broker from other shareholders or pursuant to the recommendation of management) depends on
4