Disclaimer ; Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations; beliefs; plans; strategies; investments; financial performance; expected benefits of new initiatives; content, products, experiences or service offerings (including timing and nature); priorities or performance; businesses and assets; future investments and crea...
Forward-Looking Statements · Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations; beliefs; plans; strategies; business or financial prospects or outlook; future shareholder value; expected growth and value creation; earnings expectations; expected drivers and guidance; profitability; investments, including free cash flow an...
EX-10.1 2 tm2217179d1_ex10-1.htm EXHIBIT 10.1 ; Exhibit 10.1 · Execution Version · SIXTH AMENDED AND RESTATED CREDIT AGREEMENT · dated as of May 27, 2022 · among · UNITED STATES STEEL CORPORATION · THE LENDERS PARTY HERETO · THE LC ISSUING BANKS PARTY HERETO and · JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent · JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and · BARCLAYS BANK PLC, as Joint Lead Arrangers an...
ABOUT THE ANNUAL MEETING, 1 ; PROPOSAL 1 – ELECTION OF DIRECTORS, 6 ; Board of Directors, 6 ; Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board, 6 ; Director Background and Qualifications, 7 ; Director Independence, 10 ; BOARD MATTERS, 10 ; The Board of Directors, 10 ; Board Diversity Matrix, 12 ; Board Committees, 12 ; Corporate Governance, 15 ; Director Compensation, 15 ; Stockholder Communication with the Board, 17 ; EXECUTIVE OFFICERS, 18 ; NAMED EXECUTIVE OFFICER COMPENSATION TABLES, 19 ; Summary Compensation Table for 2023 and 2022, 19 ; Outstanding Equity Awards at Fiscal Year-End 2023, 22 ; Potential Payments Upon Termination or Change in Control, 22 ; Pay Versus Performance, 25 ; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, 27 ; CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS, 28 ; AUDIT COMMITTEE REPORT, 29 ; AUDIT COMMITTEE MATTERS, 30 ; Pre-Approval Policies and Procedures, 30 ; Independent Registered Public Accounting Firm Fees, 30 ; PROPOSAL 2 – APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL, 32 ; PROPOSAL 3 – ADVISORY APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS, 41 ; PROPOSAL 4 – ADVISORY APPROVAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION, 42 ; PROPOSAL 5 – ADVISORY APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024, 42 ; PROPOSAL 6 – APPROVAL OF THE ANTI-DILUTION PROVISIONS IN THE COMMON WARRANTS, 42 ; PROPOSAL 7 – APPROVAL OF ADJOURNMENT OF REVERSE STOCK SPLIT PROPOSAL AND WARRANT STOCKHOLDER APPROVAL PROPOSAL, 47 ; ADDITIONAL MATTERS, 48 ; Equity Compensation Plan Information, 48 ; Availability of 2023 Annual Report to Stockholders, 49 ; Householding, 49 ; Requirements for Submission of Stockholder Proposals and Nominations for 2024 Annual Meeting, 49 ; Solicitation by Board; Expenses, 50 ; Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 6, 2024, 50 ; APPENDIX A, A-1
Exhibit No., Description ; 1.1, Underwriting Agreement, dated April 30, 2024, among T-Mobile USA, Inc., T-Mobile US, Inc., the other guarantors party thereto and the several underwriters named in Schedule 1 thereto. ; 4.1, Indenture, dated as of September 15, 2022, by and among T ‑ Mobile USA, Inc., the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 15, 2022). ; 4.2, Fifteenth Supplemental Indenture, dated as of May 8, 2024 , by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.550 % Senior Note due 2029. ; 4.3, Sixteenth Supplemental Indenture, dated as of May 8, 2024 , by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.700% Senior Note due 2032. ; 4.4, Seventeenth Supplemental Indenture, dated as of May 8, 2024 , by and among T-Mobile USA, Inc., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as trustee, including the Form of 3.850 % Senior Note due 2036. ; 5.1, Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. ; 5.2, Opinion of Ryan Brady, Esq. ; 23.1, Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). ; 23.2, Consent of Ryan Brady, Esq. (included in Exhibit 5.2). ; 99.1, Press release entitled “T-Mobile Announces Proposed Public Offering of Euro-Denominated Senior Notes.” ; 99.2, Press release entitled “T-Mobile Agrees to Sell €2.0 Billion of Euro-Denominated Senior Notes.” ; 104, Cover Page Interactive Data File (embedded within the Inline XBRL document).
, Page ; PROSPECTUS SUMMARY, 1 ; RISK FACTORS, 10 ; SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, 30 ; USE OF PROCEEDS, 32 ; DIVIDEND POLICY, 33 ; CAPITALIZATION, 34 ; DILUTION, 35 ; MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, 36 ; BUSINESS, 56 ; REGULATIONS, 82 ; MANAGEMENT, 88 ; DIRECTOR AND EXECUTIVE COMPENSATION, 97 ; PRINCIPAL SHAREHOLDERS, 98 ; RELATED-PARTY TRANSACTIONS, 100 ; SECURITIES ELIGIBLE FOR FUTURE SALE, 101 ; DESCRIPTION OF SHARE CAPITAL, 102 ; MATERIAL INCOME TAX CONSIDERATION, 112 ; ENFORCEABILITY OF CIVIL LIABILITIES, 119 ; PLAN OF DISTRIBUTION, 121 ; EXPENSES RELATING TO THIS OFFERING, 122 ; LEGAL MATTERS, 122 ; EXPERTS, 122 ; WHERE YOU CAN FIND MORE INFORMATION, 122 ; INDEX TO FINANCIAL STATEMENTS, F-1
Internet pricing and the history of communications Andrew Odlyzko AT&T Labs - Research ***@********.***.*** http://www.research.att.com/ amo Revised version, February 8, 2001. Abstract...
Item 7.01 (Regulation FD Disclosure) ; Attachment I contains presentation materials for the morning session of IBM’s Investor Briefing on May 14, 2014. Attachment II (Non-GAAP Supplemental Materials) contains supplemental materials about non-GAAP financial measures in certain presentation materials for the morning and afternoon sessions of this event. IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (...
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: May 13, 2009 · (Date of earliest event reported) · INTERNATIONAL BUSINESS MACHINES CORPORATION · (Exact name of registrant as specified in its charter)
McDutchie commented ; Description of problem: Standard output (FD 1) tests as being on a terminal within a command substitution, which makes no sense as the command substitution is supposed to be catching standard output. Ksh version: Version A 2017.0.0-devel-2130-gd67bda0 · Version AJM 93u+ 2012-08-01 · How reproducible: Actual results: Expected results: Additional info: As usual, forcing the subshell to fork using something like ulimit -t unlimited makes it work as expected: So this looks like another issue associated with non-forking subsh ...