Telephone And Data Systems, Inc. · NYSE:TDS
Telephone And Data Systems — Shareholder Meeting (April 2023)
18 slides from Telephone And Data Systems's shareholder meeting presentation, Apr 6, 2023
Slide 1: 2023 Annual Meeting of Shareholders: Shareholder Engagement
, ca TDS %X<uscellular ML 2023 Annual Meeting of Shareholders Shareholder Engagement May 182023
Slide 2: TDS - A Controlled Company
TDS - A Controlled Company TDS’ mission is to provide outstanding communications services to our customers and meet the needs of our shareholders, our people and our communities. TDS is controlled by the family that founded the Company over 50 years ago. While we understand that this structure is no
Slide 3: Bridging the Digital Divide - A focus from the start
Bridging the Digital Divide —- A focus from the start TDS was founded with the mission to provide outstanding communications services to our customers, especially in rural America. As a controlled company, TDS and UScellular have a long-term investment horizon that has enabled the company to make lo
Slide 4: Corporate Governance Practice Highlights
Corporate Governance Practice Highlights Annual election of all directors + Annual "Say on Pay" vote + Policy prohibiting pledging and hedging of company shares + Charter and bylaws can be amended by a simple majority vote + Authority of each committee to retain independent advisors + TDS has establ
Slide 5: Well-Functioning Board of Directors
Well-Functioning Board of Directors + Board discussions are open, frank and substantive + Engaged Board, taking decisive action as needed + Annual self-assessment to identify opportunities for continuous improvement + Independent directors work collaboratively and constructively with controlling sha
Slide 6: An Engaged Board
An Engaged Board Overall Attendance at inde Desire Board and Committee Meetings 11 98. Number of Board Committee Meetings in 2022 Audit 9 CHRC 7 CGNC 7 TAG 4 Number of Board Meetings Number of New Independent in 2022 Directors added in the last 5 years 7 2 AN
Slide 7: 2023 Shareholder Proposals and TDS Board Recommendations
2023 Shareholder Proposals and TDS Board Recommendations Proposal Recommendation Director Nominees For Independent Public Accountants For Approve Compensation Plan for Non-Employee Directors For Say-on-Pay For Say-on-Frequency 1 Year Shareholder Proposal Against
Slide 8: TDS' Philosophy on Board Composition and Refreshment
TDS’ Philosophy on Board Composition and Refreshment TDS Independent directors bring a valuable mix of skills TDS has placed significant emphasis on Board refreshment over the past several years * Goal - bringing fresh and relevant experience and perspectives while retaining key expertise and instit
Slide 9: TDS' Independent Directors Provide a Valuable Mix of Skills
TDS’ Independent Directors Provide a Valuable Mix of Skills Public Senior Sales and Company Global Leadership Marketing —_Industry Experience _Risk/Financial Boards Perspective Clarence A. Davis x x x Kimberly D. Dixon x x x Christopher D. O'Leary x x x x x George W. Off % x x % x Wade Oosterman % x
Slide 10: George W. Off, who has the longest Independent tenure
10 George W. Off, who has the longest Independent tenure, provides invaluable experience to the TDS Board With 26 years of experience on the TDS Board, Mr. Off plays an important role on the Board: In-depth institutional knowledge of TDS Provides important continuity to the TDS Board culture Over fo
Slide 11: Refreshment has Changed the Mix of Tenure on Board
1 Refreshment has Changed the Mix of Tenure on Board (not including Voting Trust directors) m0-5 Years "6-10 Years m11+ Years
Slide 12: TDS
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Slide 13: Clarence A. Davis
13 Clarence A. Davis Management Experience Board Experience Significant leadership and operational experience in multiple industries, including technology (CEO— Nestor, Inc.), accounting (CFO, COO--American Institute of Certified Public Accountants), manufacturing, media/broadcasting, agriculture. C
Slide 14: Kimberly D. Dixon
4 Kimberly D. Dixon Management Experience Board Experience Significant leadership and operating and financial management experience as Executive Vice President and Chief Operating Officer of FedEx Office and Senior Vice President, Consumer Sales and Distribution of Sprint, including experience in co
Slide 15: Christopher D. O'Leary
Christopher D. O’Leary Management Experience Board Experience Extensive leadership experience as Interim Chief Executive Office of Tupperware Brands (Nov. 2019 = April 2020) and Chief Operating Officer International of General Mills (2006-2016); significant roles with leading consumer packaged goods
Slide 16: George W. Off
16 George W. Off Management Experience Board Experience Substantial leadership and operational management experience for marketing services firm (Co-founder and CEO, Catalina Marketing Corporation) and multinational manufacturer (CEO, Checkpoint Systems) Former Board member of multiple boards, inclu
Slide 17: Wade Oosterman
cd Wade Oosterman Management Experience Board Experience Substantial executive leadership and marketing experience in the telecommunications industry (President Bell Media and Vice Chair, Bell and BCE) Prior President, Bell Mobility and President, Bell Residential Services; Chief Marketing and Brand
Slide 18: Dirk S. Woessner
18 Dirk S. Woessner Management Experience Board Experience Extensive experience in the telecommunications industry having served in numerous executive leadership roles at Deutsche Telekom AG and Rogers Communications. Significant leadership and operating and financial management experience as CEO of
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