Telephone and Data Systems, Inc. (TDS) Earnings Call Transcript
May 20, 2021
Earnings Call Speaker Segments
Hello, and welcome to the annual meeting of shareholders of Telephone and Data Systems, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jane McCahon, Corporate Secretary of TDS. Ms. McCahon, the floor is yours.
Thank you so much, Theresa, and good morning, everyone. I want to welcome you to the virtual webcast of the 2021 Annual Meeting of Shareholders. In light of the ongoing pandemic, we felt that a virtual meeting was the most prudent method for holding our annual meeting again this year. Thank you very much to those who are participating today. I call your attention to the agenda and rules of conduct set forth for this meeting. These are available to each shareholder on the left side of the meeting center screen. A representative from Computershare, who will be acting as the inspector of election for this meeting is also in attendance, along with our entire Board of Directors. If you click on the Annual Meeting materials, you will be brought to our proxy page, where you can access the annual report, proxy statement and other proxy related materials. And if you have not voted, or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote, need not take any further action. You may also submit questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. We will review these questions and provide answers to those we feel pertinent to this meeting after Ted Carlson's business update. I'd now like to turn the call over to Walter Carlson, Chairman of the Board of TDS. Walter?
Thank you, Jane. Good morning, ladies and gentlemen. I am Walter Carlson, Chairman of TDS. I will be chairing this meeting. At this time, I call the meeting to order and I would like to thank everyone on the webcast for participating in this meeting. It is now 9:03 a.m. on May 20, 2021, and the polls are open for voting on the matters before this annual meeting as set forth in the notice of annual meeting and proxy statement and on the agenda for this meeting. All of our director nominees are present and participating in this webcast. These are myself, James W. Butman; LeRoy T. Carlson, Jr.; Latitia G. Carlson; Prudence E. Carlson; Clarence A. Davis; Kimberly D. Dixon; George W. Off, Wade Oosterman; Christopher D. O'Leary; Gary L. Sugarman; and Laurent C. Therivel. We have appointed Jeff Seiders of Computershare Trust Company as inspector of election and I have been advised that a majority of the voting power of the company's issued and outstanding shares and of each class is represented at today's meeting and that a quorum is present and the formal business of the meeting may proceed. PricewaterhouseCoopers, our independent registered public accountant is also attending through this webcast. Amy Graves of PricewaterhouseCoopers has advised me that they have no formal statement to make and will be available to answer any appropriate questions during the Q&A portion at the end of the meeting. In the interest of time, we will dispense with the reading of the notice of the meeting and the affidavit of mailing of the notice. We will also dispense with the reading of the minutes of the Annual Meeting of Shareholders held on May 21, 2020. The Secretary has copies of these documents if any shareholder would like to contact her. The Board of Directors has set March 24, 2021, as the record date for this shareholders' meeting. By order of the Board of Directors of the company, management of the company distributed a notice of annual meeting and proxy statement to shareholders of the company on April 7, 2021. The only matters which may properly come before the meeting involving a vote of shareholders are those which were set forth in the notice of annual meeting and proxy statement. The 4 proposals and the notice of annual meeting and proxy statements are: One, the election of directors; two, the ratification of auditors; three, the advisory vote on executive compensation; and four, a proposal submitted by a shareholder. The first item of business is the election of directors nominated by the Board of Directors. As indicated in the notice of Annual Meeting and proxy statement, 4 directors will be elected by the holders of common shares and 8 directors will be elected by the holders of Series A common shares. The Board of Directors has nominated: Clarence A. Davis, George W. Off, Wade Oosterman, and Gary L. Sugarman for election as directors by the holders of common shares. The Board of Directors has also nominated James W. Butman, LeRoy T. Carlson, Jr., Latitia G. Carlson, Prudence E. Carlson, Walter C.D. Carlson, Kimberly D. Dixon, Christopher D. O'Leary, and Laurent C. Therivel for election as directors by the holders of Series A common shares. The Board of Directors unanimously recommends a vote for each of the nominees for election as directors. The second item of business is the proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accountants for 2021. This proposal will be voted on by the Series A common shares and common shares voting as a group. The Board of Directors unanimously recommends a vote for this proposal. The third item of business is the proposal to approve on an advisory basis, the compensation of our named executive officers. This item of business was proposed by the Board of Directors pursuant to the requirements of the Dodd-Frank Wall Street reform and consumer Protection Act of 2010. This proposal will be voted on by the holders of Series A common shares and common shares voting as one group. The Board of Directors unanimously recommends a vote for this proposal. The next item of business is the proposal submitted by a shareholder, [ Kenneth Steiner ], the shareholder submitted -- who submitted the proposal, has appointed [ John Cheveden ] as his proxy. Mr. Cheveden has, in turn, appointed Ms. [ Cam Franklin ] as the person to present the proposal this morning, consistent with our rules of conduct for the meeting, Ms. Franklin will have up to 3 minutes to present this proposal. Operator, will you please unmute Ms. Franklin's line?
Can you hear me okay?
Yes. Ms. Franklin, I take it that's you?
Yes. I'm ready to read the proposal.
Okay. Well, Ms. Franklin, you may now present your proposal.
Thank you, sir. Proposal for equal voting rights for each shareholder, [ Kenneth Seiner]. Shareholders request that our Board take steps to ensure that all our company's outstanding stock has an equal 1 vote per share in each voting situation. This would encompass all practicable steps, including encouragement and negotiation with current and future shareholders who have more than 1 vote per share to request that they relinquish for the common good of all shareholders any pre-existing rights, if necessary. This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts. This proposal is important because certain shares have supersized voting power with 10 votes per share compared to the 1 vote per share for each shareholders -- for other shareholders. This proposal would even allow 7 years to transition to equal voting rights for each shareholder. With certain stocks having 10x more voting power, TDS takes shareholder money but does not give shareholders in return an equal voice in the company's management. Without an equal voice, shareholders cannot hold management accountable. Plus with the Lax TDS brand of corporate governance, it would take 51% of TDS shares outstanding to call a special shareholder meeting. And in order to act by written consent, 90% of TDS shares outstanding would have to act in lockstep. Even though the Carlson family controls more than 51% of the voting power of the company, this proposal received from 29% to 36% support for 5 consecutive years. In spite of these 5 majority votes, year after year from the regular shareholders of TDS, the Carlson family's TDS voting trust have the gall to announce their arrogant disdain for this proposal topic in the 2019 proxy. Unequal voting rights can result in subpar Director performance. Mr. George Off , who chaired the Audit Committee, was rejected by 23 million votes in 2020 in spite of receiving every vote from the TDS voting trust. Plus with the Lax of TDS corporate Governance. Mr. Off can be elected with only 1 vote from himself. Only TDS Director -- one TDS Director even had 53 years tenure. Corporate governance advocates as well -- advocates as well as many investors and index managers have pushed back on the TDS type dual class structure. As an example for TDS, social and mobile game maker, Zynga, announced moving to a single class share structure in 2018. Zynga Executive said that a single class share structure simplifies the company's stock structure and gives parity to shareholders. In its 2018 annual report, Zynga said, it's old multi-class share system could limit the ability of its other shareholders to influence the company and could negatively impact its share price and TDS stock has not seen $60 since 1999 and since 2007. Please vote yes, equal voting rights for each shareholder proposal #4. Thank you very much.
Yes, you can mute her line again, and Walter, please proceed.
Yes. Jane, can you hear me?
Yes, we can.
Okay. Ms. Franklin, thank you. You've read the statement from the proposal as published in the proxy. And for the reasons set forth in the notice of annual meeting and proxy statement. And I encourage everyone listening to read the response from the TDS Board of Directors, the TDS Board of Directors recommends a vote against the shareholder proposal that has just been presented. To be approved, the shareholder proposal would require the affirmative vote of a majority of the votes that could be cast by the holders of the Series A common shares and common shares of TDS, voting as a group. In the election of 4 directors, the holders of common shares are entitled to 1 vote for each common share registered in their names. In matters other than the election of directors, the holders of common shares are entitled to 0.518949 votes for each common share registered in their names at this meeting. The holders of Series A common shares are entitled to 10 votes for each Series A common share registered in their names. The Series A common shares vote with respect to all matters except the election of the 4 directors elected solely by the holders of common shares. It is now 9:14 a.m. on May 20, 2021, and the polls are closed for voting. Since the inspector of election has not informed me of any changes in outcome on any of the proposals, we will proceed with the announcement of the voting results at this time. With respect to the election of directors, each of them received a substantial majority of the votes of the class of stock voting for such director. Accordingly, each of such persons has been elected as a Director of Telephone and Data Systems, Inc. for a term expiring at the 2022 annual meeting of shareholders or until his or her successor shall have been elected and qualified. The proposal to ratify the selection of PricewaterhouseCoopers LLP as independent registered public accountants for 2021 has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares. This proposal is therefore also approved. The proposal to approve, on an advisory basis, the compensation of our named executive officers has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares. This proposal is therefore also approved. The shareholder proposal did not receive the affirmative vote of the majority of the votes that could be cast by the holders of Series A common shares and common shares of TDS voting as a group, present in-person or represented by proxy and entitled to vote with respect to such matter at this annual meeting. Accordingly, the shareholder proposal has not been approved. The inspector of election will take any additional votes received after the commencement of this meeting and prior to the closing of the polls and furnish a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. These voting results will be reported on a Form 8-K that will be filed within 4 business days of today. Since there is no further business to come before this meeting, the meeting is adjourned. At this time, LeRoy T. Carlson, Jr. will make a brief presentation.
Thank you, Walter, and good morning, and I want to thank all of you for listening to this TDS Annual Meeting. My comments today include forward-looking information. Therefore, I ask that you review this safe harbor statement. You can find the slides for this presentation on our Investor Relations website, along with related SEC filings, which include a description of important factors that may cause our actual results to differ from forward-looking statements. At TDS, our mission is to provide outstanding communication services to our customers and to meet the needs of our shareholders, our people and our communities. Now more than ever, we all recognize the importance and responsibility of providing critical communications and data services that our customers and communities depend on. We continue to implement strategies that we believe will improve our performance over time and provide sustainable long-term growth into the future. The challenges of 2020 underscore the essential services that TDS and our industry provide. Our responses to changes caused by the pandemic showcase the strength of our networks and the resilience of our talented associates, as they navigated the year and continued to provide outstanding communication services to our customers. The health and safety of our associates and customers was and still is our top priority. Our long-term strategy of aggressively investing in our businesses showed results in 2020, and we are continuing this investment strategy throughout the TDS family of businesses. To bring our customers even higher quality, wireless and broadband services. In 2020, U.S. Cellular welcomed new CEO, Laurent LT Therivel, who has seamlessly transitioned to his role with the invaluable assistance of Ken Meyers, who retired in September. LT has developed dynamic and innovative strategies to strengthen U.S. Cellular's growth and financial performance. Like our peers in the wireless industry, U.S. cellular felt the effects of the pandemic with a massive increase in demand for data on our network. And significant declines in store traffic. U.S. Cellular continued to invest in its network. It successfully kept churn low throughout the year and it acquired new subscribers and it maintained a strong conversion rate and produced good financial results. This provides a solid launch point for U.S. Cellular to pivot in 2021 to a year focused on growth. In 2021, U.S. Cellular continues significant investments in our network, to ensure we are providing high-quality connections in all our markets, especially those underserved by other carriers. We are progressing with our network modernization programs to increase capacity and speeds and to deploy 5G. Our primary focus in 5G is to identify use cases that meet the needs of our customers, generate revenue and reduce costs. We are pursuing opportunities to grow market share through life cycle management and personalized sales and retention approaches. U.S. Cellular has adopted a regional model to further enable a community-by-community go-to-market approach and drive a deeper focus on our customers. In the B2B space, U.S. Cellular is placing an emphasis on new distribution opportunities and ramping up sales efforts. We are working to ensure our capital investments lead to profitable growth by maintaining expense discipline through operational efficiency. Despite rapidly increasing data usage, we have kept system operations costs low. Increasing online transactions and self-service options will help to lower operating expenses as we ramp up our efforts to create outstanding digital experiences for our customers. 2020 was a transformational year for TDS Telecom, resulting in one of the most successful years in its history. The seismic shift to remote working and learning highlighted the importance of high-speed broadband in the home. Demand for increased home broadband data speeds and continued popularity of bundled video products, led to higher average revenue per user. TDS Telecom expanded its deployment of fiber technology into new markets. We significantly grew our wireline fiber footprint 7% by adding 67,000 fiber service addresses passed. We significantly grew our cable segment including broadband connections from our year-end 2019 acquisition of cable company Continuum. TDS Telecom strategic imperatives for 2021 are focused on investments to further transform our product offerings and drive growth. TDS Telecom will continue to increase our broadband penetration and fiber footprint outside and inside our current markets. Our goal is to double our annual fiber growth from the previous year and to deliver 150,000 marketable new fiber service addresses across existing and expansion markets. This includes ramping up our fiber builds in Wisconsin and fast-growing areas of the Pacific Northwest. We carefully analyze and evaluate additional expansion markets, looking for growing communities with good population density, proven presell demand and attractive competitive environments. We are also leveraging regional support from our existing service territories. TDS Telecom is focused on operating lean to support significant operational and capital investments. Examples of increased operational effectiveness include systems enhancements in supply chain management, network data analytics and customer self-service capabilities. I thank each of our shareholders, debt holders and associates for your support, which enables TDS to continue to serve our customers and provide them with essential services at this time of their great need. Jane, do we have any questions from our shareholders?
Ted, we don't have any questions from the webcast.
Okay. Well, then, Jane, we should turn this back over to Walter.
Yes.
Thank you, Jane, and thank you, Ted. Thank you very much, ladies and gentlemen, for attending this annual meeting, and please stay safe. And we look forward to our 2022 annual meeting, where we are hoping that we can go back to meeting with you all in person and through webcast. Operator, the meeting is concluded.
This concludes the meeting. You may now disconnect.
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