8-KLeadership ChangesShareholder Matters

T-Mobile US, Inc. 8-K Report, Executive Changes (Jun 22, 2016)

Filed June 22, 2016For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) filed an 8-K on June 22, 2016, reporting on significant personnel changes and the results of its Annual Stockholder Meeting held on June 16, 2016. The most notable personnel change is the transition of Michael J. Morgan from Senior Vice President, Finance & Chief Accounting Officer to Senior Vice President — Finance, Customer Financial Services, effective June 20, 2016. This move will see him focus on the company's consumer financing products, reporting to the CFO. Concurrently, Peter Osvaldik was appointed as the new Senior Vice President, Finance & Chief Accounting Officer. His compensation package includes a base salary, annual incentive, long-term incentive targets, and a $500,000 restricted stock unit award to acknowledge his new responsibilities. The filing also details the outcomes of the Annual Meeting of Stockholders. All eleven director nominees were elected, and the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2016 was ratified with overwhelming approval. However, three stockholder proposals, concerning proxy access, limitations on accelerated vesting of equity awards, and amendments to the clawback policy, were not approved by the shareholders.

Key Highlights

  • 1Michael J. Morgan transitioned from Chief Accounting Officer to lead the Customer Financial Services finance team, effective June 20, 2016.
  • 2Peter Osvaldik appointed as the new Senior Vice President, Finance & Chief Accounting Officer, effective June 20, 2016.
  • 3Peter Osvaldik's compensation includes a $375,000 base salary, 60% annual incentive target, 100% LTI target (starting 2017), and a $500,000 RSU award vesting over three years.
  • 4T-Mobile's Annual Meeting of Stockholders was held on June 16, 2016.
  • 5All eleven nominated directors were successfully elected to the Board of Directors.
  • 6PricewaterhouseCoopers LLP was ratified as T-Mobile's independent registered public accounting firm for FY 2016.
  • 7Three out of three stockholder proposals (proxy access, change of control vesting limitations, clawback policy amendment) were not approved by shareholders.

Frequently Asked Questions

The most significant personnel change is the transition of Michael J. Morgan from Senior Vice President, Finance & Chief Accounting Officer to Senior Vice President — Finance, Customer Financial Services. He will now focus on the company's consumer financing products. Peter Osvaldik has been appointed as the new Senior Vice President, Finance & Chief Accounting Officer.

Peter Osvaldik will receive an annual base salary of $375,000, an annual incentive plan target of 60% of his base salary, and a long-term incentive plan target of 100% of his total target annual compensation starting in 2017. Additionally, he received a $500,000 restricted stock unit award that vests evenly over three years.

At the Annual Meeting on June 16, 2016, shareholders elected all eleven director nominees and ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2016. However, three proposed stockholder resolutions regarding proxy access, limitations on accelerated vesting of equity awards in change-of-control situations, and amendments to the clawback policy were not approved.

Morgan's transition from Chief Accounting Officer to oversee the Financial Services team, which develops consumer financing products, suggests a strategic focus on growing or managing this segment of the business. This move aligns his financial expertise with a specific business unit that may have significant revenue or strategic importance for T-Mobile.