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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2023, T-Mobile US, Inc. (the “Company”) entered into a letter agreement (the “Ray Letter Agreement”) with Neville Ray, the Company’s President, Technology setting forth certain benefits Mr. Ray will be entitled to receive from the Company upon his retirement. The Company and Mr. Ray have agreed that Mr. Ray’s retirement date will be on or about October 1, 2023. When Mr. Ray retires on that date, he will be entitled to receive the following (subject to his timely execution and non-revocation of a release of claims in favor of the Company):
| • | a prorated portion of his annual short-term incentive award for the calendar year of his retirement, based on actual performance through the calendar quarter ending immediately prior to his retirement date and prorated based on the number of days he is employed by the Company during such calendar year; |
| • | his outstanding and unvested time-based restricted stock units (“RSUs”) shall remain outstanding and shall continue to vest and be paid in accordance with the terms of the applicable award agreements; |
| • | his outstanding and unvested performance-based RSUs (“PRSUs”) shall remain outstanding and shall continue to vest and be paid in accordance with the terms of the applicable award agreement, with the number of PRSUs earned based on the lesser of (i) actual performance during the full performance period or (ii) actual performance during the portion of the performance period ending on the retirement date; |
| • | Company-paid group medical and dental benefits for up to 18 months following retirement; and |
| • | continued eligibility for the Company’s employee mobile service discount program. |
Upon Mr. Ray’s death or disability following his retirement, but prior to the last date on which any RSUs or PRSUs become vested in accordance with the Ray Letter Agreement, his then-outstanding and unvested RSUs and PRSUs will vest in full as of the date of his death or disability, with the number of PRSUs earned determined as described above.
In addition, pursuant to the Ray Letter Agreement, no further RSUs or PRSUs will be granted to Mr. Ray in the period that is 12 months prior to the retirement date.
The Ray Letter Agreement provides that Mr. Ray must continue to comply with certain restrictive covenants for 12 months following his retirement date (or, if later, the last date on which any RSUs or PRSUs vest in accordance with the terms of the Ray Letter Agreement).
The foregoing description of the Ray Letter Agreement is qualified in its entirety by the full text of the Ray Letter Agreement, a copy of which will be subsequently filed with the SEC.
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.
| T-MOBILE US, INC. | ||||||
| February 13, 2023 | /s/ Peter Osvaldik | |||||
| Peter Osvaldik Executive Vice President and Chief Financial Officer | ||||||
