– USA, IL – United States Cellular Corporation (NYSE: USM) today announced that its Board of Directors approved several amendments to the U.S. Cellular Restated Certificate of Incorporation, and expanded the board to 14 members. The independent directors engaged their own legal counsel and the non-independent members of the Board recused themselves from these approvals.
The changes to the U.S. Cellular board increased the size of the board to 14 members, appointed four new, non-independent Series A Common Share directors, and redesignated Gregory P. Josefowicz from a Series A Common Share director to a Common Share director. After these changes, the ratio of independent to non-independent directors is 1-to-1.
The changes to the Charter include an amendment to declassify the Board so that each director will be elected annually, rather than every three years; an amendment to opt out of Section 203 of the Delaware General Corporation Law, to provide greater flexibility with respect to sales of U.S. Cellular shares by TDS; and an amendment to update the current Charter. The Charter amendments will be submitted to shareholders at a special meeting of shareholders to be scheduled later in 2014. U.S. Cellular is 84 percent-owned by Telephone and Data Systems, Inc. (NYSE: TDS), which has the voting power to approve the amendments. As a matter of good corporate governance, TDS sought approval of such changes from the independent directors and made certain changes based on discussions with the independent directors.
“Increasing the number of non-independent directors brings the board to a level that is more proportionate with TDS’ significant controlling interest in U.S. Cellular,” said LeRoy T. Carlson, Jr., Chairman of the Board. “Each of the four new directors – Steve Campbell, Peter Sereda, Doug Shuma and Kurt Thaus – brings a tremendous amount of talent and experience to the board that will be valuable as we continue to position U.S. Cellular for long-term success. The changes to the Charter are consistent with trends in corporate governance away from classified boards and with TDS’ majority ownership interest in U.S. Cellular. These actions were not taken as a result or in anticipation of any planned action or transaction.”
Steven T. Campbell serves as U.S. Cellular’s executive vice president – finance, chief financial officer and treasurer, a position he has held since 2007. Campbell is responsible for all financial matters for U.S. Cellular, including accounting, financial reporting and transparency, financial planning and analysis, and treasury functions. In addition, his team leads long-term business strategies, risk management, intercarrier business, legal and regulatory affairs, real estate leasing and site services, and supply chain activities. Campbell joined U.S. Cellular in 2005 as vice president and controller. Prior to joining U.S. Cellular, Campbell held senior leadership positions at 3Com Corporation, U.S. Robotics Corporation and Amoco Corporation. He began his finance and accounting career with PricewaterhouseCoopers LLP. A certified public accountant, Campbell has an MBA from the Kellogg School of Management at Northwestern University and a bachelor’s degree in accounting from Quincy University.
Peter L. Sereda is TDS’ senior vice president – finance and treasurer, a position he has held since 2011. Sereda is responsible for long- and short-term financing, cash and investment management, commercial and investment bank relationships, risk and pension asset management, and stock repurchases and other equity capital markets transactions. Sereda joined TDS in 1998 as vice president and treasurer. Prior to joining TDS, Sereda held senior leadership positions with Specialty Foods Corporation and Duchossois Industries, Inc. Sereda has an MBA in finance and statistics from the University of Chicago Graduate School of Business and a BS in civil engineering and economics from the Massachusetts Institute of Technology.
Douglas D. Shuma is TDS’ senior vice president and controller, a position he has held since 2007. Shuma is responsible for financial reporting; accounting policy and internal controls; tax functions; and budgeting, planning and analysis. Prior to joining TDS, Shuma owned a consulting company for large, publicly traded corporations. Prior to that, he held senior leadership positions with Baxter International, Inc. and Caremark International, Inc. He began his career with PricewaterhouseCoopers LLP. A certified public accountant, Shuma has an MBA from the Kellogg School of Management at Northwestern University and a BS in accounting science from the University of Illinois at Urbana-Champaign.
Kurt B. Thaus is TDS’ senior vice president and CIO, a position he has held since 2004. He is responsible for all elements of TDS’ information technology function. Prior to joining TDS, Thaus held senior leadership positions with T-Systems North America, Inc., a subsidiary of T-Systems International (Deutsche Telecom) and Waste Management, Inc. Thaus holds an MS in engineering management from Northwestern University and a BS in mechanical engineering from the University of Illinois at Urbana-Champaign.
About U.S. Cellular
United States Cellular Corporation provides a comprehensive range of wireless products and services, excellent customer support, and a high-quality network to 4.7 million customers in 23 states. The Chicago-based company had 6,400 full- and part-time associates as of June 30, 2014. At the end of the second quarter of 2014, TDS owned 84 percent of U.S. Cellular.
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