UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Effective August 7, 2023, the board of directors (the “Board”) of Lumen Technologies, Inc. (the “Company”), on the recommendation of its nominating and corporate governance committee, voted to increase its size from 10 members to 11 members and to appoint James “Jim” Fowler to fill the newly-created vacancy. Mr. Fowler’s appointment is effective immediately and, assuming his renomination by the Board, he will stand for reelection at the Company’s 2024 annual meeting of shareholders. The Board also appointed Mr. Fowler to the audit committee and risk and security committee of the Board.
The Board has determined that Mr. Fowler qualifies as an independent director under the independence standards of the NYSE listing rules and the Company’s Corporate Governance Guidelines, and that he meets the additional requirements for service on the Company’s audit committee.
Mr. Fowler will receive compensation for his Board and committee service in accordance with the Company’s outside director compensation program as previously described in the Company’s filings with the Securities and Exchange Commission (the “SEC”). With respect to the equity-based component of the program, on the date of his appointment, Mr. Fowler received a prorated grant of restricted stock with a target grant date value of $150,000, vesting on the first anniversary of the grant date and otherwise subject to the same terms as the equity awards received by the Company’s other outside directors on May 17, 2023. In addition, Mr. Fowler will receive the benefit of the Company’s standard form of indemnification agreement for directors, a copy of which has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on February 29, 2016.
On August 7, 2023, the Company issued a press release announcing Mr. Fowler’s appointment. That press release is filed as Exhibit 99.1 to, and is incorporated by reference into, this Current Report on Form 8-K.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to uncertainties, including the completion of documentation or the adoption of resolutions regarding the above-described arrangements. Actual events and results may differ materially from those anticipated by us in those statements. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press release dated August 7, 2023, announcing the appointment of Mr. Fowler. | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.
| LUMEN TECHNOLOGIES, INC. | ||||||
| Dated: August 7, 2023 | By: | /s/ Stacey W. Goff | ||||
| Stacey W. Goff | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
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