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): February 1, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of registrants’ principal executive offices) |
(Zip Code) |
(318 388-9000
(Registrants’ telephone number, including area code)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
(720 ) 888-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions: | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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:
| Registrant |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | |||
| Lumen Technologies, Inc. | ||||||
| Lumen Technologies, Inc. | ||||||
| Qwest Corporation | ||||||
| Qwest Corporation |
Indicate by check mark whether any registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if any registrant has elected not to use the extended transition period for complying with any new or revised financial 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. |
In connection with recently-announced leadership changes, Shaun Andrews, Executive Vice President, Chief Marketing Officer of Lumen Technologies, Inc. (the “Company”) and its principal subsidiaries, is leaving the Company. He is expected to remain an employee of the Company until on or about March 3, 2023 (such effective date, the “Termination Date”).
In consideration of Mr. Andrew’s completion of CEO onboarding support and “North Star” strategic planning and his agreement to remain employed by the Company until on or about March 3, 2023 to assist in the transition of his duties, the Human Resources and Compensation Committee (the “Committee”) of the Company’s board of directors approved the accelerated vesting of the first tranche of the cash performance award granted to Mr. Andrews on December 9, 2022, in an amount equal to $500,000. This tranche would have vested if he had remained employed through April 1, 2023, given the Committee’s determination that the strategic initiatives serving as the award’s performance condition have been attained and will be publicly announced prior to his termination date. Mr. Andrews will forfeit all outstanding equity grants and the remaining $500,000 payment under the December 9, 2022 cash performance award. Mr. Andrews will continue to receive compensation at his current rate through the Termination Date, and will also receive standard cash severance and bonus payments under previously-existing compensation arrangements. All amounts due in connection with his termination will be subject to his execution and
non-revocation
of a standard release of claims. The foregoing description of Mr. Andrews’ termination and his compensation arrangements do not purport to be complete and are qualified in their entirety by reference to the description of the Company’s executive compensation and severance programs included in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 8, 2022.
Item 8.01 |
Other Events. |
For additional information on the above-referenced leadership changes, please see the attached press release issued by the Company on February 2, 2023, which is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference. Forward Looking Statements
Except for the historical and factual information contained herein, the matters set forth in this Current Report on Form
8-K,
including statements regarding the termination and compensation arrangements of Mr. Andrews and other statements identified by words such as “will,” “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, many of which are beyond our control, including the completion of termination and the documentation of the above-described arrangements. Actual events and results may differ materially from those anticipated, estimated or projected if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. You should not place undue reliance on these forward looking statements, which speak only as of the date of this Current Report on Form 8-K.
Unless legally required, we undertake no obligation and expressly disclaims any such obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished with this Current Report on Form
8-K:
Exhibit No. |
Description | |
| 99.1 | Press release dated February 2, 2023, announcing leadership changes. | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Qwest Corporation and Level 3 Parent, LLC have duly caused this Current Report on Form
8-K
to be signed on their behalf by the undersigned officer hereunto duly authorized. LUMEN TECHNOLOGIES, INC. | ||
| By: | /s/ Stacey W. Goff | |
| Stacey W. Goff | ||
| Executive Vice President, General Counsel and Secretary | ||
QWEST CORPORATION | ||
| By: | /s/ Stacey W. Goff | |
| Stacey W. Goff | ||
| Executive Vice President, General Counsel and Secretary | ||
LEVEL 3 PARENT, LLC | ||
| By: | /s/ Stacey W. Goff | |
| Stacey W. Goff | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: February 2, 2023