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| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| SCHEDULE 14A | |
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| Proxy Statement Pursuant to Section 14(a) of | |
| the Securities Exchange Act of 1934 (Amendment No. 1) | |
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| Filed by the Registrant ☒ | |
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| Filed by a Party other than the Registrant ☐ | |
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| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
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| United States Cellular Corporation | |
| (Name of Registrant as Specified In Its Charter) | |
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| (Name of Person(s) Filing Proxy Statement, If other than the Registrant) | |
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| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
SUPPLEMENT TO THE PROXY STATEMENT DATED APRIL 4, 2023
FOR 2023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2023
On April 4, 2023, United States Cellular Corporation filed a definitive proxy statement (the “Proxy Statement”) for its 2023 Annual Meeting of Shareholders to be held on May 16, 2023 (the “Annual Meeting”) with the Securities and Exchange Commission.
This Proxy Statement Supplement (the “Supplement”) updates and replaces the table (the “Table”) under “What matters are being presented at the 2023 Annual Meeting?” on page 4 of the Proxy Statement. The updates to the Table as it appeared in the Proxy Statement include (i) clarifying that abstentions will have no effect on Proposal 5, which relates to the frequency of say-on-pay votes and (ii) adding a new footnote to the Table explaining that the Board of Directors will consider, as appropriate, the option of every year, every two years or every three years receiving the most votes as the shareholders’ recommendation with regard to Proposal 5.
This Supplement should be read in conjunction with the Proxy Statement. Except as described in this Supplement, none of the proposals or information presented in the Proxy Statement is affected by this Supplement. From and after the date of this Supplement, any references to the Proxy Statement are to the Proxy Statement as supplemented hereby.
Revised text of the Table:
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| Voting Matters | Board's Recommendations | Voting Options | Vote Required | Effect of Abstentions | Effect of Broker Non-Votes | Page Reference |
1. Election of Directors
• Four director nominees elected by holders of Common Shares
• Nine director nominees elected by holders of Series A Common Shares | FOR all nominees | For or Withhold authority to vote for such director nominee | * | N/A | No effect | 8 |
| 2. Ratify independent registered public accountants | FOR | For, Against or Abstain | ** | Will have same effect as a vote against | N/A | 25 |
| 3. Approve Compensation Plan for Non-Employee Directors | FOR | For, Against or Abstain | ** | Will have same effect as a vote against | No effect | 28 |
| 4. Approve, on an advisory basis, the compensation of named executive officers ("Say-on-Pay") | FOR | For, Against or Abstain | ** | Will have same effect as a vote against | No effect | 30 |
| 5. Approve, on an advisory basis, the frequency of Say-on-Pay votes or "Say-on-Frequency" | Every YEAR | Every Year, Every Two Years, Every Three Years or Abstain | *** | No effect | No effect | 31 |
* Directors will be elected by a plurality of the votes cast by the class or group of shareholders entitled to vote in the election of such directors which are present in person or represented by proxy at the meeting.
** The approvals of Proposals 2, 3 and 4 will require the affirmative vote of the holders of stock having a majority of the votes which could be cast by the holders of all stock entitled to vote on the proposal which are present in person or represented by proxy at the meeting.
*** The option of every year, every two years or every three years that receives the highest number of votes cast by shareholders will be considered, as appropriate, by the Board of Directors as the shareholders’ recommendation as the frequency of future Say-on-Pay votes.
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This Supplement does not provide all of the information that is important to your voting decisions at the Annual Meeting, and the Proxy Statement contains other important additional information. This Supplement should be read in conjunction with the Proxy Statement.
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to change or revoke or your prior vote, please refer to the disclosure in the Proxy Statement under “Voting Information - Can I change my vote or revoke my proxy?” on how to do so.
