WHEREAS: T-Mobile has only one woman on its Board of Directors.

We believe that diversity, inclusive of gender and race, is a critical attribute of a well-functioning board and a measure of sound corporate governance.
Research identifies a strong business case for diversity on corporate boards including improved company financial performance, increased innovation, better problem solving, stimulated group performance and enhanced company reputation. It suggests several explanations for this improved performance: a stronger mix of leadership skills, better understanding of consumer preferences, a larger candidate pool from which to pick top talent and improved risk management.

The Guiding Principles of Corporate Governance of the Business Roundtable, an influential association of executives, state: “Boards should develop a framework for identifying appropriately diverse candidates that allows the nominating/corporate governance committee to consider women, minorities and others with diverse backgrounds as candidates for each open board seat.” A 2016 study published by the Harvard Business Review found that including more than one woman or minority in a finalist pool helps overcome unconscious biases and increases the likelihood of a diverse hire.

Investor engagement by prominent institutional investors to promote greater board diversity is increasing dramatically. While we have encouraged greater board diversity through our proxy voting guidelines for years, many other investors, including BlackRock, State Street, and numerous state and city pension funds, are now doing so as well.

Legislation mandating board diversity has arrived in the US. California legislation enacted in 2018 mandates gender diversity on the boards of companies with principal executive offices in that state, and other states and municipalities are following suit.

Despite recent progress, particularly among the largest companies, women and people of color remain significantly underrepresented on U.S. corporate boards. 20 percent of companies in the Russell 3000 have all male boards. Excluding S&P 500 companies, women account for just 19 percent of the directorships in the Russell 3000. And, among board members of Russell 3000 companies whose race was identified, non-white directors represent less than 11 percent.

Several of T-Mobile’s peers have at least three women directors, including Verizon Communications and AT&T, and numerous companies have adopted diverse director search policies (the “Rooney Rule”).

RESOLVED: Shareholders request that the Board of Directors prepare a report by September 2020, at reasonable expense and omitting proprietary information, on steps T-Mobile is taking to foster greater diversity on the Board, such as:

1. Embedding a commitment to diversity inclusive of gender, race, ethnicity in governance documents;
2. Committing publicly to include women and people of color in each candidate pool for board and senior leadership seats;
3. Disclosing the racial, ethnic and gender composition of the board in annual proxy statements.
4. An annual assessment of progress and challenges experienced advancing greater diversity.

We believe this report will foster Board accountability on this issue.

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