Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to Item 5.02(e) of Form 8-K, United States Cellular Corporation (“U.S. Cellular”) is filing this F
orm 8-K to report the amount of bonuses paid to its named executive officers in 2017 with respect to 2016 performance.
Officers are not entitled to any bonus unless and until paid.
In accordance with
Instruction 4 of Item 5.02, the below persons include t
he persons who were identified as named executive officers in U.S. Cellular’s most recent proxy statement filing with the Securities and Exchange Commission on April 12, 2016, and who will continue to be named executive officers in the 2017 proxy statement
.
The
following amounts of
bonuses were paid on March
9, 2017 relating to 2016 performance to the below persons:
|
|
|
Kenneth R. Meyers
|
|
Steven T. Campbell
|
|
Jay M. Ellison
|
|
Michael S. Irizarry
|
|
Deirdre C. Drake
|
|
Bonus Paid in 2017 for 2016 Performance
|
|
$
|
1,007,200
|
|
$
|
490,000
|
|
$
|
550,000
|
|
$
|
465,000
|
|
$
|
274,000
|
The abov
e shows the entire amount of the bonus paid, whether or not some or all of such bonus has been deferred and whether or not some portion of such amount will be reported as non-equity incentive plan compensation in the 201
7
proxy statement.
U.S. Cellular es
tablished guidelines and procedures for awarding bonuses to the President and CEO, Kenneth R. Meyers. These guidelines and procedures were filed by U.S. Cellular as
Exhibit 10.2 to U.S. Cellular's Form 8-K dated August 19, 2014.
The above bonus payments
to the other named executive officers were made pursuant to the U.S. Cellular
2016
Executive Officer Annual Incentive Plan, as approved both by U.S. Cellular’s Chairman and by U.S. Cellular’s President and Chief Executive Officer. Neither the Chairman no
r the President and Chief Executive Officer participate in such plan.
A copy of this plan was filed with the SEC
as Exhibit 10.1 to U.S. Cellular’s Form 8-K dated June 7, 2016.
This plan provides that adjustments to the plan may be made by the Chairman.
The above bonus payments on March 9, 2017 reflect adjustments to the targets for performance measures as approved by the Chairman that were made to the plan.
The following are the final targets and performance measures that were considered for purposes of
determining the bonus amounts for the named executive officers other than Mr. Meyers:
Performance Measures
|
Component Weighting
|
Overall Plan Weighting
|
Consolidated Total Revenues
|
35%
|
21%
|
Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation
and Amortization
|
30%
|
18%
|
Consolidated Capital Expenditures
|
20%
|
12%
|
Customer Engagement
|
10%
|
6%
|
Network Perception
|
5%
|
3%
|
Company Performance
|
|
60%
|
Chairman Assessment on Strategic Initiatives
|
|
10%
|
Individual Performance
|
|
30%
|
Total
|
|
100%
|
The bonus payments to the named executive officers other than Mr. Meyers under this plan reflect U.S. Cellular’s company performance in 2016 of 130.7% and individual performance and other factors, as set forth in this plan.