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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: i(773)i399-8900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon Shares, $1 par value
iUSM
iNew
York Stock Exchange
i6.25% Senior Notes due 2069
iUZD
iNew
York Stock Exchange
i5.50% Senior Notes due 2070
iUZE
iNew
York Stock Exchange
i5.50% Senior Notes due 2070
iUZF
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i☐
Emerging
growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
This Current Report on Form 8-K is being filed by United States Cellular Corporation (UScellular) to describe and file as an Exhibit the UScellular 2024 Annual Incentive Plan (the 2024 Plan) with respect to "named executive officers" of UScellular as specified in paragraph (e) of Item 5.02 of Form 8-K.
As ofMarch 14, 2024, the 2024 Plan was approved both by UScellular’s Chair and by UScellular’s President and Chief Executive Officer (CEO). The 2024 Plan covers all UScellular officers, including the President and CEO. The UScellular Chair does not participate in the 2024 Plan.
The
purpose of the 2024 Plan is to motivate and reward associates for performance that drives achievement of UScellular's business goals.
The Plan has the following two performance components for officers:
Plan Component
Component Weighting
Company Performance
80% (1)
Individual Performance
20%
(1) 70% weighted on UScellular company performance as measured against
financial metrics and 10% weighted on the UScellular Chair's Assessment of UScellular's performance.
The Plan company performance is measured by performance against the following three financial metrics with the following weightings:
Company Performance Metric
Metric Weighting
Consolidated Total Service Revenues
50%
Consolidated Operating Cash Flow
40%
Consolidated
Capital Expenditures
10%
Under the provisions of the 2024 Plan, no bonus is due unless an officer remains employed through the bonus payout date except that an officer who separates due to retirement or death is eligible for a pro-rated bonus. The President and CEO may approve a bonus, or a pro-rated bonus, for an officer who is not employed through the bonus payout date.
Cover
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.