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): April 6, 2021

T-MOBILE US, INC.

(Exact Name of Registrant as Specified in 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	98006-1350
(Address of principal executive offices)	(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	TMUS	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2021, Stephen Kappes notified the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) of his decision to resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Kappes’ resignation is not the result of any disagreement between Mr. Kappes and the Company or any of its affiliates on any matter relating to the operations, policies or practices of the Company.

Item 7.01. Regulation FD Disclosure

On April 12, 2021, the Company issued a press release announcing certain determinations regarding director nominees as discussed in Item 8.01 below and the resignation of Mr. Kappes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On April 12, 2021, the Company announced that the Board has determined to nominate Bavan M. Holloway for election to the Board at the Company’s 2021 Annual Meeting of Stockholders (the “Stockholders Meeting”) to be held on June 3, 2021. After eight years of service on the Board, Lawrence H. Guffey will not be up for re-election at the Stockholders Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated April 12, 2021.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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.

Date: April 12, 2021	T-MOBILE US, INC.
	By:	/s/ Peter Osvaldik
		Peter Osvaldik
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Bavan M. Holloway Nominated to T-Mobile US Board of Directors

Company Announces Director Lawrence Guffey to Conclude His Term at Annual Meeting; Also Announces Departure of Board Member Stephen Kappes

BELLEVUE, Wash. — April 12, 2021 — T-Mobile US, Inc. (NASDAQ: TMUS) today announced that finance executive Bavan M. Holloway has been nominated to join its board of directors. If elected by stockholders, Holloway is expected to join the board and its Audit Committee after T-Mobile’s annual stockholders meeting on June 3, 2021. The company’s other 12 board members will also stand for re-election at that annual meeting.

Holloway has over 30 years of broad finance and audit experience in complex and highly regulated business environments. Holloway previously was Vice President of Corporate Audit for Boeing, among other senior finance roles. She was also previously a Partner at KPMG. Holloway holds a bachelor’s degree in Administration from the University of Tulsa and a master’s degree in Financial Markets and Trading from the Illinois Institute of Technology. She currently serves on the board for TPI Composites Inc. and the YWCA Seattle/King/Snohomish and previously served on the board of the Special Olympics of Washington.

T-Mobile also shared that board member Lawrence H. Guffey will not seek re-election at the annual meeting of stockholders and that board member Stephen Kappes resigned from the board effective April 6th.

“We will welcome Bavan Holloway to our board. I am confident she will be an amazing addition to this talented team of advisors, and we will be lucky to have her skills and experience join this team,” said Timotheus Höttges, Chairman of the T-Mobile US Board of Directors. “On behalf of our shareholders and the board, I also want to express my deep appreciation to Larry and Stephen for all their contributions to T-Mobile. Larry has served as a director since the public listing of T-Mobile in 2013 and has been a key contributor to the success of T-Mobile on our Un-carrier journey. We will greatly miss his wisdom and steadfast advice. Steve has served on the T-Mobile board as our designated security director and has also been a trusted advisor. I wish them both well.”

“We are incredibly excited to welcome Bavan Holloway to the T-Mobile Board of Directors and can’t wait to tap into her vast knowledge and leadership in auditing and finance as we drive toward executing on our vision to become the best in the world at connecting customers to their world,” said Mike Sievert, CEO of T-Mobile. “Bavan’s expertise and diverse perspective will be invaluable as T-Mobile kicks off our next chapter as a supercharged Un-carrier.”

Lawrence H. Guffey will continue to serve on the board until the upcoming annual meeting. Guffey has served on T-Mobile’s board of directors since April 2013 and is a member of the Section 16 Subcommittee of the Compensation Committee, the Executive Committee, and the Transaction Committee.

Kappes became a member of the board on April 1, 2020 and had previously served as a Sprint director since May 2018 and was a member of the Nominating and Corporate Governance Committee.

# # #

About T-Mobile

T-Mobile U.S. Inc. (NASDAQ: TMUS) is America’s supercharged Un-carrier, delivering an advanced 4G LTE and transformative nationwide 5G network that will offer reliable connectivity for all. T-Mobile’s customers benefit from its unmatched combination of value and quality, unwavering obsession with offering them the best possible service experience and undisputable drive for disruption that creates competition and innovation in wireless and beyond. Based in Bellevue, Wash., T-Mobile provides services through its subsidiaries and operates its flagship brands, T-Mobile, Metro by T-Mobile and Sprint. For more information please visit: https://www.t-mobile.com.

Media Contact

T-Mobile US, Inc. Media Relations

MediaRelations@t-mobile.com

Investor Relations Contact

T-Mobile US, Inc.

investor.relations@t-mobile.com

XML

Document and Entity Information	Apr. 06, 2021
Cover [Abstract]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001283699
Document Type	8-K
Document Period End Date	Apr. 06, 2021
Entity Registrant Name	T-MOBILE US, INC.
Entity File Number	1-33409
Entity Tax Identification Number	20-0836269
Entity Address, Address Line One	12920 SE 38th Street
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98006-1350
City Area Code	(425)
Local Phone Number	378-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.00001 par value per share
Trading Symbol	TMUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false