filings.toolsT-Mobile US 8-K 2026-06-16
Filed 2026-06-18. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
T-MOBILE US, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33409 | 20-0836269 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12920 SE 38th Street
Bellevue, Washington
(Address of principal executive offices)
98006-1350
(Zip Code)
Registrant’s telephone number, including area code: (425) 378-4000
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | TMUS | The NASDAQ Stock Market LLC | ||
| 3.550% Senior Notes due 2029 | TMUS29 | The NASDAQ Stock Market LLC | ||
| 3.700% Senior Notes due 2032 | TMUS32 | The NASDAQ Stock Market LLC | ||
| 3.150% Senior Notes due 2032 | TMUS32A | The NASDAQ Stock Market LLC | ||
| 3.200% Senior Notes due 2032 | TMUS32B | The NASDAQ Stock Market LLC | ||
| 3.625% Senior Notes due 2035 | TMUS35 | The NASDAQ Stock Market LLC | ||
| 3.850% Senior Notes due 2036 | TMUS36 | The NASDAQ Stock Market LLC | ||
| 3.500% Senior Notes due 2037 | TMUS37 | The NASDAQ Stock Market LLC | ||
| 3.900% Senior Notes due 2038 | TMUS38 | The NASDAQ Stock Market LLC | ||
| 3.800% Senior Notes due 2045 | TMUS45 | The NASDAQ Stock Market LLC | ||
| 6.250% Senior Notes due 2069 | TMUSL | The NASDAQ Stock Market LLC | ||
| 5.500% Senior Notes due March 2070 | TMUSZ | The NASDAQ Stock Market LLC | ||
| 5.500% Senior Notes due June 2070 | TMUSI | The NASDAQ Stock Market LLC |
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).
Emerging growth company ☐
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 5.07 | Submission of Matters to a Vote of Security Holders. |
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On June 16, 2026, T-Mobile US, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the following three proposals were presented, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”):
| (1) | Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors; |
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| (2) | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
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| (3) | Conduct an advisory vote to approve the compensation provided to the Company’s named executive officers for 2025. |
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Proposal 1 – Election of Directors.
The following 13 director nominees were elected as directors, each to hold office until the Company’s 2027 Annual Meeting of Stockholders, or until his/her successor is elected and qualified, by the votes set forth below:
| Director Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Marcelo Claure | 929,341,631 | 58,074,848 | 38,894,937 | |||||||||
| Thomas Dannenfeldt | 956,024,963 | 31,391,516 | 38,894,937 | |||||||||
| Srikant M. Datar | 963,716,340 | 23,700,139 | 38,894,937 | |||||||||
| Srinivasan Gopalan | 909,941,944 | 77,474,535 | 38,894,937 | |||||||||
| Timotheus Höttges | 885,930,111 | 101,486,368 | 38,894,937 | |||||||||
| Christian P. Illek | 779,242,326 | 208,174,153 | 38,894,937 | |||||||||
| James J. Kavanaugh | 962,920,443 | 24,496,036 | 38,894,937 | |||||||||
| Raphael Kübler | 773,236,481 | 214,179,998 | 38,894,937 | |||||||||
| Thorsten Langheim | 886,697,248 | 100,719,231 | 38,894,937 | |||||||||
| Dominique Leroy | 773,292,579 | 214,123,900 | 38,894,937 | |||||||||
| Letitia A. Long | 918,935,365 | 68,481,114 | 38,894,937 | |||||||||
| G. Michael Sievert | 890,930,986 | 96,485,493 | 38,894,937 | |||||||||
| Teresa A. Taylor | 868,701,750 | 118,714,729 | 38,894,937 |
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,024,896,937 | 460,461 | 954,018 | — |
Proposal 3 – Advisory Vote to Approve the Compensation Provided to the Company’s Named Executive Officers for 2025.
The compensation provided to the Company’s named executive officers for 2025 was approved by an advisory vote, as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 723,426,378 | 263,459,102 | 530,999 | 38,894,937 |
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.
| T-MOBILE US, INC. | ||||||
| June 18, 2026 | /s/ Peter Osvaldik | |||||
| Name: Peter Osvaldik | ||||||
| Title: Chief Financial Officer |