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.

• Leadership transitions included new CEOs for TDS Telecom and Array, with a focus on long-term growth in fiber and tower operations.

Voting matters and shareholder proposals

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

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

• The TDS Voting Trust, holding 95.6% of Series A shares, intends to vote in favor of all board recommendations.

Board of directors and corporate governance

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

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

• Board refreshment has added several new directors in recent years, with a mix of tenures and skills.

• The board is led by the Chair/CEO, with a Lead Independent Director providing additional oversight.

• Directors are subject to stock ownership guidelines and annual self-assessment.