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Telephone and Data Systems, Inc.

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May 22, 2009 Forum Report:

No Questions Allowed at TDS Annual Meeting


For subsequent report of voting results, see

August 7, 2009 Forum Report

85% Vote in Support of Change



Forum Report: TDS

No Questions Allowed at TDS Annual Meeting

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 in the 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.[1]

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 shareholder proposal.[2]  The chairman, who had received a copy of the Forum’s questions on May 15,[3] 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.”[4]  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.[5]  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 participants.

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


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335



[2] The Southeastern Asset Management presentation can be heard from minutes 17:22 to 27:10 of the Archive Audio, with their reading of the Forum’s questions and request for a response from 24:51 to 27:10.

[3] The questions had been presented to the chairman, as well as to the company’s chief executive and corporate relations officer, with a copy of the related Forum report on May 15, 2009, the same day the report was distributed to all Forum participants.

[4] The chairman’s response can be heard in 27:17 to 27:43 of the Archive Audio.

[5] The deferral of shareholder questions can be heard in 27:50 to 28:58 of the Archive Audio.




The Shareholder Forum, Inc.


c/o Lutin & Company

575 Madison Avenue – 10th Floor, New York, New York  10022

Telephone: (212) 605-0335


                                                            May 21, 2009


By email


Mr. Walter C.D. Carlson

Chairman, Board of Directors

Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
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.


Sincerely yours,


Gary Lutin


cc:        Mr. LeRoy T. Carlson, Jr.                               




This Forum program is open to all shareholders of Telephone and Data Systems, Inc. (NYSE: TDS), and its controlled subsidiary, United States Cellular Corporation (NYSE: USM), and to any fiduciaries or professionals concerned with their investment decisions. Participation is free of charge, according to the Forum's standard Conditions of Participation.

The purpose of the Forum is to provide shareholders with access to information and a free exchange of views relating to their consideration of issues described in the Forum Summary. As stated in the Conditions, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. Forum polices are intended to support anonymous communication, and provide that participants will not be identified or quoted without their explicit permission.

The initiation of this program was supported by Southeastern Asset Management, Inc., which as manager of the Longleaf Partners Funds and other client funds is the largest TDS shareholder with common and special common stock aggregating more than 15% of the total of all classes outstanding. TDS has been invited to assume corporate responsibility for the costs of addressing issues of apparent significance to a broad range of its investors, according to the Forum's Conditions, and other participants may be invited to contribute support to the continuing program pending the company's acceptance of responsibility.

Inquiries and requests to be included in the Forum's distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.