8-KLeadership ChangesExhibits & Filings

T-Mobile US, Inc. 8-K Report, Executive Changes (Oct 25, 2013)

Filed October 25, 2013For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) filed an 8-K on October 24, 2013, reporting two key items. First, René Obermann resigned from the Board of Directors, effective November 15, 2013. His departure was amicable and he was a designee of Deutsche Telekom AG, the majority stockholder. The Board expects Deutsche Telekom to nominate a replacement in the fourth quarter of 2013, ensuring continued representation from the major shareholder. Second, the Compensation Committee approved amendments to the T-Mobile US, Inc. Executive Continuity Bonus Plan, effective January 1, 2014. The primary change extends the plan's duration beyond its original December 31, 2013 expiration date, allowing it to continue until terminated by the Board or Committee. Importantly, these amendments clarify and potentially enhance severance benefits for key executives following a "change in control," with protections in place for 12 to 24 months post-event, depending on the executive's level. These provisions aim to retain executive talent and provide security during potential transitions.

Key Highlights

  • 1René Obermann resigns as a T-Mobile US, Inc. Director, effective November 15, 2013.
  • 2Mr. Obermann's resignation is not due to any disagreement with the Company.
  • 3Mr. Obermann was a designee of Deutsche Telekom AG, the majority stockholder.
  • 4Deutsche Telekom is expected to designate a replacement director in Q4 2013.
  • 5The T-Mobile US, Inc. Executive Continuity Plan has been amended, extending its duration beyond December 31, 2013.
  • 6Amendments to the Executive Continuity Plan enhance severance protections for executives following a 'change in control'.
  • 7Severance protection periods range from 12 to 24 months post-change in control, dependent on executive level.

Frequently Asked Questions

René Obermann resigned as a director of T-Mobile US, Inc. effective November 15, 2013. The filing states his resignation was not the result of any disagreement with the Company.

Yes, René Obermann was a director designated by Deutsche Telekom AG, the majority stockholder. It is anticipated that Deutsche Telekom will designate another candidate to fill the vacancy on the Board during the fourth quarter of 2013.

The primary amendments extend the plan's duration indefinitely, allowing it to continue until terminated by the Board or Compensation Committee. Crucially, the plan now provides enhanced severance benefits to executives in the event of a 'change in control,' with protection periods of 12 or 24 months post-event depending on the executive's seniority.

Severance payments are calculated as a multiplier (1x or 2x based on level) of the participant's base salary plus the greater of their target annual bonus percentage at termination or pre-change in control. These payments may be reduced by other severance plans but are not reduced by long-term incentive plan payouts.