Form 8-K - Current report

T-MOBILE US, INC.

June 14, 2024

/s/ Peter Osvaldik

Peter Osvaldik

Executive Vice President and Chief Financial Officer

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): June 12, 2024

LOGO

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

1-33409

20-0836269

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12920 SE 38th Street

Bellevue, Washington

98006-1350

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (425) 378-4000

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(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TMUS	The NASDAQ Stock Market LLC
3.550% Senior Notes due 2029	TMUS29	The NASDAQ Stock Market LLC
3.700% Senior Notes due 2032	TMUS32	The NASDAQ Stock Market LLC
3.850% Senior Notes due 2036	TMUS36	The NASDAQ Stock Market LLC

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 5.07 — Submission of Matters to a Vote of Security Holders.

On June 12, 2024, T-Mobile US, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following two proposals were presented, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”):

(1)	Elect 14 director nominees named in the Proxy Statement to the Board of Directors of the Company; and

(2)	Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Proposal 1 – Election of Directors.

The following 14 director nominees were elected as directors, each to hold office until the Company’s 2025 Annual Meeting of Stockholders, or until his/her successor is elected and qualified, by the votes set forth below:


Director Nominee	For		Withhold		Broker Non-Votes
André Almeida		966,567,742		124,695,081		42,441,710
Marcelo Claure		954,571,149		136,691,674		42,441,710
Srikant M. Datar		1,071,460,290		19,802,533		42,441,710
Srinivasan Gopalan		896,582,271		194,680,552		42,441,710
Timotheus Höttges		965,103,992		126,158,831		42,441,710
Christian P. Illek		905,827,946		185,434,877		42,441,710
James J. Kavanaugh		1,077,166,503		14,096,320		42,441,710
Raphael Kübler		905,052,880		186,209,943		42,441,710
Thorsten Langheim		971,579,014		119,683,809		42,441,710
Dominique Leroy		904,995,451		186,267,372		42,441,710
Letitia A. Long		1,017,413,760		73,849,063		42,441,710
G. Michael Sievert		1,002,338,459		88,924,364		42,441,710
Teresa A. Taylor		977,424,761		113,838,062		42,441,710
Kelvin R. Westbrook		1,066,013,374		25,249,449		42,441,710

Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 was ratified by the votes set forth below:


For	Against	Abstain	Broker Non-Votes
1,131,604,351	1,201,752	898,430	—

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.

Document and Entity Information	Jun. 12, 2024
Document And Entity Information [Line Items]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001283699
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	T-MOBILE US, INC.
Entity File Number	1-33409
Entity Tax Identification Number	20-0836269
Entity Address, Address Line One	12920 SE 38th Street
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98006-1350
City Area Code	425
Local Phone Number	378-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.00001 par value per share
Trading Symbol	TMUS
Security Exchange Name	NASDAQ
M 3.550 Senior Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.550% Senior Notes due 2029
Trading Symbol	TMUS29
Security Exchange Name	NASDAQ
M 3.700 Senior Notes Due 2032 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.700% Senior Notes due 2032
Trading Symbol	TMUS32
Security Exchange Name	NASDAQ
M 3.850 Senior Notes Due 2036 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.850% Senior Notes due 2036
Trading Symbol	TMUS36
Security Exchange Name	NASDAQ