Forum Report: TDS
No Questions Allowed at TDS Annual
Yesterday’s annual meeting of TDS shareholders did not provide the
expected opportunity for shareholders to consider management responses to
their questions. In an unusually restrictive process, the chairman
limited business to the formal requirements of presenting matters noticed
company’s proxy statement and announcing approval or rejection
according to the controlling shareholder’s previously reported intentions,
followed by a prepared management report of the company’s condition.
The Forum’s four questions for directors
were presented at the meeting by a representative of Southeastern Asset
Management as part of the legally allowed presentation of their
The chairman, who had received a copy of the Forum’s questions on May 15,
stated that “given other commitments I’ve had, I’m not in a position to
speak to the questions the Shareholder Forum raised,” and further that “I
also don’t believe it’s the time or place for a director or the chairman
to answer those questions.”
He did, however, assure a future response.
The chairman subsequently declined to hear other shareholder questions,
saying that they could be addressed after the formal part of the meeting.
The webcast ended at the conclusion of the formal agenda, though, and it
was reported by attendees that shareholders were then simply told that any
questions should be sent to the company’s corporate relations officer.
The letter copied
below was sent to the company’s chairman yesterday, requesting (a) an
explanation of his responses to essential shareholder information
requirements and (b) specific plans for responding to the Forum’s
questions. Any responses will of course be reported to Forum
Please let me know if you have any questions, or any suggestions for the
Forum’s continuing support of your interests in TDS.
GL – May 22, 2009
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
May 21, 2009
Mr. Walter C.D. Carlson
Chairman, Board of Directors
Telephone and Data Systems, Inc.
30 North LaSalle Street
Chicago, Illinois 60602
Dear Mr. Carlson:
Your decision during
this morning’s annual meeting that board members would not respond
to the Shareholder Forum’s questions was disappointing. It was also
disappointing to learn from reports of attendees that your promised
opportunity to address the questions in a post-webcast
question-and-answer session did not in fact take place.
As you should know from a review of
its publicly presented policies, the Forum does not take sides in
the issues addressed by its participants. The Forum does, however,
firmly support the rights of investors to obtain the information
needed for their capital commitment and voting decisions. I will
therefore appreciate an explanation of your determination that
candidates seeking the votes of shareholders should not respond to
the voters’ questions.
Please also let me know how you now
intend to provide the requested directors’ responses. The need for
investors to understand their views has not passed. With the
questions raised today about respect for shareholder interests, it
will actually be more important than before to consider the
directors’ views as well as their responsibility to express them.
cc: Mr. LeRoy T. Carlson,