TDS - Telephone and Data Systems Inc.
03/24/2026 | Press release | Distributed by Public on 03/24/2026 06:54
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers
The Telephone and Data Systems, Inc. (TDS) 2026 Executive Officer Bonus Program (the 2026 TDS Plan) was approved by the TDS Compensation and Human Resources Committee on March 18, 2026. The 2026 TDS Plan covers the Vice Chair of TDS, all TDS executive vice president and senior vice president officers, and the President and CEO of TDS Telecommunications LLC (TDS Telecom), a wholly-owned subsidiary of TDS. The 2026 TDS Plan does not apply to the President and CEO of TDS or any officer of a TDS subsidiary other than the President and CEO of TDS Telecom.
The 2026 TDS Plan provides performance measures and weightings, of which 80% are based on company performance measures and 20% are based on individual performance. In the case of the participants other than the TDS Telecom President and CEO, the TDS company performance measure will be determined based on the performance of the following subsidiaries of TDS with the following weights: TDS Telecom (65%) and Array Digital Infrastructure, Inc. (Array) (35%).
In the case of the TDS Telecom President and CEO, the company performance measure is calculated considering only TDS Telecom's results.
The 2026 TDS Plan also provides for a mechanism by which the TDS President and CEO will assess performance and obtain approval of bonus awards by the TDS Compensation and Human Resources Committee (which may approve bonus awards as submitted or revise some or all of them, as they deem appropriate).
Notwithstanding any provision of this award program to the contrary, a participating officer does not have a legally binding right to an award payment unless and until the award amount, if any, is paid and no award amount shall be paid unless the individual remains employed through the actual award payout date unless otherwise approved at the discretion of the TDS Compensation and Human Resources Committee.
The foregoing description is qualified by reference to the 2026 TDS Plan which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Array filed a Form 8-K dated March 22, 2026, which included as an Exhibit the Array 2026 Annual Incentive Plan (the 2026 Array Plan). The 2026 Array Plan will be used to determine the annual bonus paid to the Array President and CEO. Because Array is a principal business unit of TDS, the President and CEO of Array is a named executive officer of TDS. Accordingly, the 2026 Array Plan that was filed by Array is incorporated as an Exhibit to this Form 8-K.
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