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 6, 2024 (May 1, 2024 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
(318 ) 388-9000
(Registrant’s 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.) |
th Street |
||
(Address of principal executive offices) |
(Zip Code) |
(720 ) 888-1000
(Registrant’s 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.) |
(Address of principal executive offices) |
(Zip Code) |
(318 ) 388-9000
(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 |
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 the 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. |
On May 6, 2024, Lumen Technologies, Inc. (the “Company”) announced that Mr. Stacey Goff, the general counsel and secretary of the Company and its principal subsidiaries, will be leaving the Company and that Mr. Chad Ho will succeed Mr. Goff as chief legal officer. Mr. Ho will join the Company in June 2024. Commencing with Mr. Ho’s start date, Mr. Goff will cease serving in his current executive role, although he is expected to remain an employee of the Company for a few weeks to assist with the transition.
In connection with Mr. Goff’s separation from the Company and its subsidiaries, the Human Resources and Compensation Committee (the “Committee”) of the Company’s board of directors approved (i) accelerated vesting of Mr. Goff’s time-based restricted stock awards granted in 2022 and 2023 and (ii) Mr. Goff’s continued right to hold a prorated portion of his performance-based restricted stock awards granted in 2022 and 2023 subject to their original performance conditions and vesting dates, in each case effective as of his last day of employment. Mr. Goff will forfeit all other equity grants. Mr. Goff will also receive certain cash severance and bonus payments under previously-existing compensation arrangements, which arrangements are described in the Company’s definitive proxy statement for its 2024 annual meeting of shareholders, as filed with the U.S. Securities and Exchange Commission on April 5, 2024.
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. Goff 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 transitioning 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 8.01 |
Other Events. |
The Company issued a press release dated May 6, 2024, announcing the appointment of Mr. Chad Ho as its new chief legal officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. |
Financial Statements and Exhibits. |
| (d) | The following exhibits are furnished with this Current Report on Form 8-K: |
Exhibit No. |
Description | |
| 99.1 | Press release dated May 6, 2024, titled “Lumen Appoints Chad Ho as Executive Vice President and Chief Legal Officer.” | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. | |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., Level 3 Parent, LLC, and Qwest Corporation 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. | ||||||
| Dated: May 6, 2024 | By: | /s/ Stacey W. Goff | ||||
| Stacey W. Goff | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
LEVEL 3 PARENT, LLC | ||||||
| Dated: May 6, 2024 | By: | /s/ Stacey W. Goff | ||||
| Stacey W. Goff | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
QWEST CORPORATION | ||||||
| Dated: May 6, 2024 | By: | /s/ Stacey W. Goff | ||||
| Stacey W. Goff | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
2