Telephone and Data Systems (TDS) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held on May 21, 2026, with shareholders voting on director elections, auditor ratification, a charter amendment for officer exculpation, and a Say-on-Pay advisory vote.

• 2025 was transformational, highlighted by the $4.3 billion sale of UScellular's wireless business to T-Mobile, strengthening the balance sheet and enabling a focus on fiber and towers.

• New CEOs were appointed for both TDS Telecom and Array, reflecting a focus on leadership renewal and business growth.

Voting matters and shareholder proposals

• Shareholders will elect 12 directors: 8 by Series A Common Shares and 4 by Common Shares.

• Proposals include ratifying PricewaterhouseCoopers LLP as auditor, approving a charter amendment for officer exculpation, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of 12 members, evenly split between independent and non-independent directors.

• Board refreshment continues, with recent additions and a mix of tenures to balance experience and new perspectives.

• The board is led by Walter C. D. Carlson as Chair, President, and CEO, with Christopher D. O'Leary as Lead Independent Director.

• Committees include Audit, Compensation and Human Resources (CHRC), Corporate Governance and Nominating (CGNC), and Technology Advisory Group (TAG).

• The company is a controlled company under NYSE rules, exempt from certain independence requirements but maintains independent committees voluntarily.