DEFA14A 1 d84497d2defa14a.txt DEFINITIVE PROXY STATEMENT - ADDITIONAL MATERIALS 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___ ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 QWEST COMMUNICATIONS INTERNATIONAL INC. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 [ON MARCH 16, 2001, QWEST COMMUNICATIONS INTERNATIONAL INC. DELIVERED A COPY OF THE FOLLOWING LETTER TO THE EDITORS OF THE DENVER POST AND ROCKY MOUNTAIN NEWS.] Dear Editor: It's time to set the record straight about two shareowner proposals on the agenda at Qwest's May 2 annual meeting. The Securities and Exchange Commission rules have previously prohibited us from commenting until now. We think that the shareowner proposals should be rejected as they could hinder company growth and reduce shareowner value. One proposal asks the Qwest board to seek advance shareowner approval for severance agreements with executive officers. This would restrict the board's flexibility and speed in offering a competitive compensation package for top talent. The other proposal asks that Qwest not count pension credits in determining performance-based compensation. Qwest is acting consistently with accounting rules and standards for public companies by including the pension credits. Qwest is an entrepreneurial growth company that pays its employees for serving customers well, conserving cash and taking risks. We have invested billions to raise service to its highest level in more than five years, and we pay millions in taxes and spend millions more with suppliers. We also offer one of the best retirement programs in American business. Michael P. Tarpey Qwest Senior Vice President Corporate Communications