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 (Date of earliest event reported): May 20, 2020
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
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| Louisiana |
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001-7784 |
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72-0651161 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 100 CenturyLink Drive Monroe, Louisiana |
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71203 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (318) 388-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
| Common Stock, par value $1.00 per share |
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CTL |
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New York Stock Exchange |
| Preferred Stock Purchase Rights |
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N/A |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item. 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) CenturyLink, Inc. 2018 Equity Incentive Plan. As disclosed in Item 5.07 below, at the Annual Meeting, our shareholders voted to approve an amendment (the “Amendment”) to the CenturyLink 2018 Equity Incentive Plan (the “2018 Plan”), which increased the number of authorized Common Shares from 34,600,000 to 75,600,000 available for grant, reflecting a 41,000,000 increase in Common Shares. Shareholders originally approved the 2018 Plan on May 23, 2018 during the 2018 annual meeting of shareholders. Key employees, officers and directors of the Company and our consultants or advisors are eligible to receive awards under the 2018 Plan. Awards may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of our Common Shares.
You can find a summary of the principal features of the Amendment in our definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2020. The foregoing description of the Amendment and the 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the 2018 Plan, a copy of which is filed as Exhibit 10.1 to, and is incorporated by reference into, this Current Report on Form 8-K.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 20, 2020, CenturyLink, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, there were a total of 1,097,907,499 shares entitled to vote (consisting of 1,097,900,481 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class), of which 965,530,030 shares were present or represented by proxy.
The Company’s independent inspector of election reported the vote of shareholders at the Annual Meeting as follows:
(a) Proposal 1. Shareholders elected 11 directors to serve until the Company’s 2020 Annual Meeting based on the following vote:
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| Nominee |
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For |
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Against |
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Abstain |
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Broker
Non-Votes |
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| Martha H. Bejar |
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742,650,054 |
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18,220,152 |
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2,586,762 |
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202,073,062 |
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| Virginia Boulet |
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703,486,403 |
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57,192,730 |
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2,777,835 |
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202,073,062 |
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| Peter C. Brown |
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733,919,020 |
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26,758,465 |
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2,779,483 |
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202,073,062 |
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| Kevin P. Chilton |
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745,616,870 |
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15,004,938 |
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2,835,160 |
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202,073,062 |
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| Steven T. Clontz |
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738,723,210 |
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21,700,165 |
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3,033,593 |
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202,073,062 |
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| T. Michael Glenn |
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743,544,539 |
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17,131,195 |
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2,781,234 |
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202,073,062 |
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| W. Bruce Hanks |
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709,958,567 |
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50,743,429 |
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2,754,972 |
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202,073,062 |
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| Hal S. Jones |
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748,975,359 |
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11,597,413 |
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2,884,196 |
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202,073,062 |
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| Michael J. Roberts |
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737,746,796 |
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22,897,616 |
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2,812,556 |
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202,073,062 |
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| Laurie A. Siegel |
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722,423,726 |
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38,447,473 |
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2,585,769 |
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202,073,062 |
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| Jeffrey K. Storey |
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748,151,951 |
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13,032,567 |
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2,272,450 |
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202,073,062 |
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(b) Proposal 2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2020, based on the following vote:
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| For |
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881,515,753 |
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| Against |
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80,935,794 |
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| Abstain |
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3,078,483 |
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| Broker non-votes |
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N/A |
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(c) Proposal 3. Shareholders approved an amendment to the Company’s 2018 Equity Incentive Compensation Plan, based on the following vote:
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| For |
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723,301,763 |
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| Against |
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35,394,766 |
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| Abstain |
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4,760,439 |
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| Broker non-votes |
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202,073,062 |
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