Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Director
On November 10, 2020, Srini Gopalan 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 (the "Committee") of
the Board, effective November 13, 2020. Mr. Gopalan's resignation is not the
result of any disagreement between Mr. Gopalan and the Company or any of its
affiliates on any matter relating to the operations, policies or practices of
the Company.
Appointment of New Directors
On November 12, 2020, pursuant to that certain Second Amended and Restated
Stockholders' Agreement (the "Stockholders' Agreement"), dated as of June 22,
2020, by and among the Company, Deutsche Telekom AG ("DT") and SoftBank Group
Corp., the Board increased the size of the Board to 14 directors and appointed
each of Dominique Leroy, Omar Tazi and Michael Wilkens (collectively, the "New
Directors") to the Board, effective November 13, 2020. Each of the New Directors
was designated by DT pursuant to the Stockholders' Agreement.
Ms. Leroy currently serves as a member of the Board of Management of DT,
responsible for the Board Area Europe. Mr. Tazi currently serves as Senior Vice
President at DT in charge of Group Innovation, Products, Design & Customer
Experience, as well as Global Partnerships and Devices. Mr. Wilkens currently
serves as Senior Vice President Group Controlling (FP&A) of DT.
For purposes of the Stockholders' Agreement, current Board members Teresa A.
Taylor and Stephen Kappes have each been designated by the Committee with the
Committee retaining the ability to designate one additional director (which
could be a current director of the Board) in its discretion.
The Board also appointed Ms. Leroy as a member of the Committee, effective
November 13, 2020. Messrs. Tazi and Wilkens have not been appointed to serve on
any Board committees at this time.
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