Telephone And Data Systems, Inc. · NYSE:TDS
Telephone And Data Systems — Proxy Contest (November 2017)
23 slides from Telephone And Data Systems's proxy contest presentation, Nov 9, 2017
Slide 1: Shareholder Engagement 2017 Update
Shareholder Engagement 2017 Update Our mission is to provide outstanding communications services to our customers and meet the needs of our shareholders, ‘our people and our communities
Slide 2: Safe Harbor Statement
Safe Harbor Statement Allinformation set forth in this presentation, excepthisterical and factual information, represents forward-looking statements, This includes all statements about the companys plans, belisfs, estimates, and expectations, Thesestatements re based on current estimates, projection
Slide 3: Diversified Communications Company
Diversified Communications Company ax TDs = Cones comseny wt focus on ongtem ote publicaly traded etn NYSETDS Conserve fnoncing stoma K US.Cellular 3% owned P wireless services wholly-owned publicaly traded ona broadband, video, voice, andhosted & ad ‘managed services i sed%ing OOneNecke a fps
Slide 4: Operations
Operations
Slide 5: TDS - Executing on Strategic Imperatives
TDS - Executing on Strategic Imperatives * Investin our businessto improve revenues and returns * Investments in Cable and Hosted and Discioined bayer Managed Services (HMS) growth + Market valuations peu >]. Fora acqustins| * Cable - focus on expanding broadband (tuckeins) in 2037, offerings; lever
Slide 6: TDS Balanced Capital Allocation Strategy
TDS Balanced Capital Allocation Strategy Intent is for approximately 75% of available TDS resources (excludes U.S. Cellular’s resources) to be invested back into our business and 25% returned to shareholders Invest in the business (M&A) Annual Dividends + Primarily focused on cable acquisitions Per
Slide 7: 2017 U.S. Cellular - Strategic Priorities
2017 U.S. Cellular - Strategic Priorities eee Bg foneterosme seoay == ) tsi hetpng to eouce Balancing Growth a ane and Profitability Voice aver ITE (VotTE)
Slide 8: 2017 TDS Telecom - Strategic Priorities
2017 TDS Telecom - Strategic Priorities Wireline and Cable share a common strategy to provide customers the "best broadband connection in their markets” Wireline Cable Hosted and Managed Services
Slide 9: Corporate Governance Outreach
Corporate Governance Outreach Goal: Engage in dialogue with our shareholders regarding corporate governance practices.
Slide 10: 2017 Corporate Governance Updates
2017 Corporate Governance Updates + Refreshedthe Board * Kimberly Dixon elected to Board, replacing long-serving director Herbert Wander, adding industry expertise and diversity + Second consecutive year of TDS issuing performance-based shares. Performance measures remainedthe same: * Return on Capi
Slide 11: Human Capital: engaged employees are a competitive advantage
Human Capital: engaged employees are a competitive advantage +US, Celular ig TOS Targent business unl, approximately 77% of otal everues and Giveef al emplovcee * Delivering an exceptional customer experienceis atthe core of U.S. Callar's Sealey * U.S. Celular beleves Associate Engagements critical
Slide 12: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights + Annual election of all directors + Annual "Say on Pay” vote + Independent directors meet separately + Policy prohibiting pledging and hedging of company shares + Charter and bylaws can be amended by a simple majority vote + Authority to retain independent a
Slide 13: Ongoing Refreshment Process
Ongoing Refreshment Process * Developed program in 2013 * Annual Board of Directors self-assessment * Evaluates performance and effectiveness of the Board * Discusses matters relatedto board meetings, board composition, committees, board oversight and other matters * CGNC monitors skills, experience
Slide 14: Well-Functioning Board of Directors
Well-Functioning Board of Directors + Engaged Board, taking decisive action * Board discussions are open, frank and critical * Independents working collaboratively and constructively with controlling shareholders * Controlling shareholders value continuity and institutional knowledge * Independent d
Slide 15: Appendix
Appendix:
Slide 16: Board Tenure
Board Tenure
Slide 17: Clarence A. Davis
Clarence A. Davis Management Experience Significant leadership and operational experience in multiple industries, including technology (CEO—Nestor, Inc), accounting (CFO, COO-American Institute of Certified Public Accourtants), manufacturing, media/broadcasting, agriculture Business Expertise Substa
Slide 18: Kimberly D. Dixon
Kimberly D. Dixon Management Experience Significant operating andfinancal management experience at FedEx Office and Sprint, including experience in consumer and business marketing, sales and distribution Business Experience Substantial expertise in sales, marketing and retail operations. Twenty year
Slide 19: Christopher D. O'Leary
Christopher D. O'Leary Management experience Business expertise Extensiveleadershipexperienceas + Chief Operating Officer International of General Mills (2006-2016); significant roles with leading consumer packaged goods providers, including PepsiCo More than 30 yearsof experience in consumer retail
Slide 20: George W. Off
George W. Off Management Experience ‘Substantial exeaitive management and operational experience for marketing services firm (Co- founder and CEO, Catalina Marketing Corporation) and multinational manufacturer (CEO, Checkpoint Systems) Significant business expertise in marketing, operations, retail
Slide 21: Mitchell H. Saranow
Mitchell H. Saranow Management Experience Board Experience + Significant leadership experience in Public board experience includes manufacturing (Founder--Fluid Navigant Consulting, Telular Management, SureTint Technologies), cable Corporation, North American (Co-founder, Mid-Atlantic CATV), food Sc
Slide 22: Gary L. Sugarman
Gary L. Sugarman Management Experience Board Experience More than 25 years ofmanagement + Currentboaré member of OTELOO and LICT experience, including traditional teleos(Co-__Formermember of multiple founder and CEO, Mid-Maine Communications; telecommurications boards; including various operating ro
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