US Cellular 2008 Annual Report Download - page 9
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VOTING INFORMATION
What is the record date for the meeting?
The close of business March 30, 2009 is the record date for the determination of shareholders
entitled to notice of, and to vote at, the annual meeting or any adjournments thereof.
A complete list of shareholders entitled to vote at the annual meeting, arranged in alphabetical order
and by voting group, showing the address of and number of shares held by each shareholder, will be
kept open at the offices of U.S. Cellular, 8410 West Bryn Mawr Avenue, Suite 700, Chicago, Illinois
60631, for examination by any shareholder during normal business hours, for a period of at least ten
days prior to the annual meeting.
What shares of stock entitle holders to vote at the meeting?
We have the following classes or series of stock outstanding, each of which entitles holders to vote
at the meeting:
• Common Shares; and
• Series A Common Shares.
The Common Shares are listed on the New York Stock Exchange under the symbol ‘‘USM.’’
No public market exists for the Series A Common Shares, but the Series A Common Shares are
convertible on a share-for-share basis into Common Shares.
On March 30, 2009, U.S. Cellular had outstanding 53,913,230 Common Shares, par value $1.00 per
share (excluding 1,154,989 shares held by U.S. Cellular and a subsidiary of U.S. Cellular), and
33,005,877 Series A Common Shares, par value $1.00 per share. As of March 30, 2009, no shares of
Preferred Stock, par value $1.00 per share, of U.S. Cellular were outstanding.
Telephone and Data Systems, Inc., a Delaware corporation (New York Stock Exchange Listing
Symbols TDS and TDS.S), which we refer to as ‘‘TDS’’, is the sole holder of Series A Common Shares
and holds 37,782,826 Common Shares, representing approximately 70.1% of the outstanding Common
Shares. By reason of such holdings, TDS has the voting power to elect all the directors of U.S. Cellular
and has approximately 95.8% of the voting power with respect to matters other than the election of
directors.
What is the voting power of the outstanding shares in the election of directors?
The following shows certain information relating to the outstanding shares and voting power of such
shares in the election of directors as of the record date:
Number of Number of
Directors Directors
Outstanding Votes per Elected by Standing for
Class or Series of Common Stock Shares Share Voting Power Class or Series Election
Series A Common Shares ......... 33,005,877 10 330,058,770 6 2
Common Shares ............... 53,913,230 1 53,913,230 3 1
Total ..................... 9 3
2