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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2020
USMLOGOA12.JPG
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
001-09712
 
62-1147325
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

8410 West Bryn Mawr, Chicago, Illinois 60631
(Address of principal executive offices and 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:
☐
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Shares, $1 par value
 
USM
 
New York Stock Exchange
6.95% Senior Notes due 2060
 
UZA
 
New York Stock Exchange
7.25% Senior Notes due 2063
 
UZB
 
New York Stock Exchange
7.25% Senior Notes due 2064
 
UZC
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




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

The following information is provided pursuant to the indicated paragraphs of Item 5.02 of Form 8-K:

(b) On March 30, 2020, Steven T. Campbell, Executive Vice President - Chief Administrative Officer and a director of United States Cellular Corporation (U.S. Cellular) submitted his notice of retirement as an employee of U.S. Cellular, effective June 19, 2020.

Mr. Campbell will not stand for re-election as a director of U.S. Cellular, but his term as a director will continue until his term expires at the U.S. Cellular Annual Meeting of Shareholders on May 19, 2020.
 
(e) In connection with his retirement on June 19, 2020, it is expected that Mr. Campbell will enter into an agreement with U.S. Cellular to provide consulting services to U.S. Cellular and its subsidiaries for a period of three years following his retirement.

Additionally, on March 31, 2020, U.S. Cellular entered into a letter agreement with Michael S. Irizarry (Letter Agreement) related to his employment as U.S. Cellular’s Executive Vice President and Chief Technology Officer - Engineering and Information Services. Pursuant to the Letter Agreement, Mr. Irizarry (1) will be nominated to serve on the U.S. Cellular Board of Directors subject to election by the appropriate shareholders at the Annual Meeting of Shareholders on May 19, 2020; (2) will have his target bonus for 2020 increased to 65% of his annual base salary; and (3) will receive a severance payment of one year’s annual base salary and a prorated target bonus for the number of months worked during the year of separation if he is involuntarily terminated without cause prior to July 1, 2023.

The foregoing description is qualified by reference to the Letter Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits
(d)   Exhibits
Exhibit Number
 
Description of Exhibits
10.1
 
 
 
 
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




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 hereunto duly authorized.
 
 
 
 
 
 
UNITED STATES CELLULAR CORPORATION
 
 
(Registrant)
 
 
 
 
Date:
April 3, 2020
By:
/s/  Douglas W. Chambers
 
 
 
Douglas W. Chambers
 
 
 
Senior Vice President, Chief Financial Officer and Treasurer
 
 
 
(principal financial officer)
 
 
 
 
 
 
 
 
 
 
 
 




Exhibit 10.1

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March 27, 2020
Mr. Michael S. Irizarry

Dear Michael,

For over 18 years, you have been an extremely valuable member of U.S. Cellular and the TDS Enterprise. As your career has developed, your leadership within the technology organization and your involvement across the business in your senior executive responsibilities have been important to the success of the company. We believe that your personal development and your value to the Enterprise will grow in the years to come. As we enter the 5G industry transition, your ability to provide expertise, continuity and wise decision making will be important for the Enterprise to navigate this period well. We want you to be confident about your future at U.S. Cellular and the TDS Enterprise. We are proposing four opportunities and enhancements for you.

One, an offer for you to serve as a U.S. Cellular board member upon shareholder approval at the Annual Meeting this May.

Two, we will increase your Target Bonus under the U.S. Cellular 2020 Executive Officer Annual Incentive Plan by 10% (percentage points) which will make your Target Bonus 65% of your annual base salary.

Three, to protect you, in the unlikely event that U.S. Cellular terminates your employment involuntarily without cause (as defined in Exhibit A) prior to July 1, 2023, subject to your execution (and non-revocation) of a General Release, U.S. Cellular shall pay you a severance amount equal to your then current annual base salary and a prorated amount of your target bonus for the number of months you will have worked during the year of separation. Such amount shall be paid to you in a lump sum within 60 days following your separation from service and shall be subject to applicable tax withholding.

Four, an offer for you to serve on the Corporate Strategy Group through mid-2021.

Michael, I and the other senior leaders of U.S. Cellular and TDS are looking forward to working together with you for many years as you and the cellular team bring even greater success to U.S. Cellular and the TDS Enterprise. Please sign below on Monday, March 30, 2020 indicating your acceptance of your board candidacy and membership on the Corporate Strategy Group.

Very Truly yours,
 
 
Accepted by:
 
 
 
 
/s/ LeRoy T. Carlson, Jr.
 
 
/s/ Michael S. Irizarry
LeRoy T. Carlson, Jr.
 
 
Michael S. Irizarry
U.S. Cellular Chairman
 
 
 
 
 
Date:
March 31, 2020




Exhibit A

As used in this letter, “Cause” shall mean (i) a material breach by the executive of his employment duties and responsibilities, including compliance with the U.S. Cellular Code of Conduct (other than as a result of incapacity due to physical or mental illness) (A) which is the result of the executive’s negligence or (B) which is demonstrably willful and deliberate on the executive’s part and which is committed in bad faith or without reasonable belief that such breach is in the best interests of U.S. Cellular; (ii) the commission by the executive of a felony involving moral turpitude; and (iii) violation of U.S. Cellular’s Confidentiality/Non-Solicitation/Non-Competition Agreement or any agreement with U.S. Cellular or its affiliate containing similar provisions.