8-KLeadership Changes

T-Mobile US, Inc. 8-K Report, Executive Changes (Nov 12, 2020)

Filed November 12, 2020For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) announced a change in its Board of Directors composition effective November 13, 2020. Srini Gopalan resigned from the Board and the Nominating and Corporate Governance Committee. His departure was stated to be without any disagreement with the Company. Concurrently, T-Mobile expanded its Board to 14 directors and appointed three new members: Dominique Leroy, Omar Tazi, and Michael Wilkens, all designated by Deutsche Telekom AG (DT) per the existing Stockholders’ Agreement. Dominique Leroy was also appointed to the Nominating and Corporate Governance Committee. These appointments reflect DT's ongoing influence and strategic alignment with T-Mobile.

Key Highlights

  • 1Director Srini Gopalan resigned from the Board and Nominating and Corporate Governance Committee.
  • 2Gopalan's resignation was not due to any disagreement with the Company.
  • 3T-Mobile's Board size increased from 13 to 14 directors.
  • 4Three new directors, Dominique Leroy, Omar Tazi, and Michael Wilkens, were appointed.
  • 5All new directors were designated by Deutsche Telekom AG (DT) as per the Stockholders' Agreement.
  • 6Dominique Leroy was appointed as a member of the Nominating and Corporate Governance Committee.
  • 7The changes are effective November 13, 2020.

Frequently Asked Questions

The changes reflect the ongoing strategic relationship and shareholder agreement between T-Mobile and Deutsche Telekom (DT). The appointment of DT-designated directors, including one to the Nominating and Corporate Governance Committee, underscores DT's influence on T-Mobile's governance.

According to the filing, Mr. Gopalan's resignation is not a result of any disagreement with the Company, its operations, policies, or practices, which suggests it is not indicative of any internal issues or conflicts.

The new directors, Dominique Leroy, Omar Tazi, and Michael Wilkens, are all senior executives from Deutsche Telekom. Their appointments, as designated by DT, aim to align T-Mobile's strategic direction with DT's interests and expertise, particularly in areas like European operations, innovation, and financial oversight.

The Board size increased to 14 directors to accommodate the appointment of the three new directors, as permitted by the Second Amended and Restated Stockholders’ Agreement between T-Mobile, DT, and SoftBank Group Corp.