Telephone and Data Systems (TDS) Proxy Filing summary

Executive summary

• Strategic alternatives for UScellular explored since August 2023, leading to a $4.4 billion sale of wireless operations and select spectrum assets to T-Mobile in May 2024.

• Additional spectrum monetization agreements reached with four mobile network operators for $2.02 billion.

• Asset optimization included sales of ILECs in Virginia, cable operations in Texas, and OneNeck IT Solutions in 2024.

• UScellular will retain tower assets, equity investments, and a significant spectrum portfolio post-transaction.

• TDS Telecom achieved 50% fiber coverage of service addresses and is expanding broadband in rural and underserved areas.

Voting matters and shareholder proposals

• Shareholder engagement program emphasizes dialogue and feedback between shareholders, management, and the board.

• Proxy materials will include important information on director elections and other matters for the 2025 annual meeting.

Board of directors and corporate governance

• Annual election of all directors and annual "Say on Pay" vote.

• Board refreshment process includes annual self-assessment and skills evaluation by the CGNC.

• Three new independent directors added in the last five years; average independent director tenure is 10 years.

• Board diversity includes gender and ethnic representation, with ongoing efforts to add new perspectives.

• Independent directors meet privately and engage separate counsel; board education includes NACD programs.