BROOMFIELD, Colo., Nov. 12, 2015 /PRNewswire/ -- Level 3
Communications, Inc. (NYSE: LVLT) today announced that its Board of
Directors has amended the company's By-laws to implement majority
voting for the election of Directors and provide stockholders with
the right of proxy access for director nominations, among other
amendments.
The Board has amended the By-laws to require a majority voting
standard in the election of Directors. The purpose of the
majority vote standard is to require that a nominee receive a "for"
vote from a majority of shares cast to be elected to the Board of
Directors. In an uncontested election, where an incumbent nominee
does not receive a majority of the votes cast, the candidate would
be required to tender a resignation to the Board for its
consideration.
A proxy access proposal was included as part of the company's
2015 Proxy Statement and voted on by stockholders. While the
measure did not pass, the company engaged with stockholders to
obtain their feedback, assessed corporate governance best practices
and analyzed recent market perspectives. As a result of this
analysis, the Board determined that amending the By-laws to include
proxy access was in the best interest of the company and its
stockholders.
As amended, the By-laws will enable eligible Level 3
stockholders to have their own director nominees included in the
company's proxy materials, along with candidates nominated by the
Board of Directors. The amended By-laws specify the
following:
- At the time of the nomination, the stockholder or group of up
to 20 stockholders must have held at least three percent of the
outstanding company's common stock for at least three years and
meet other requirements specified by the bylaws
- The stockholder or group of stockholders may have their
director nominees included in the Company's proxy statement
- Directors nominated through the proxy access process may total
up to 20 percent of the Board of Directors
Both the majority voting standard and proxy access amendments
are effective immediately.
The Board also voted to add an "exclusive forum" provision to
the bylaws. This provision requires that certain specified
types of lawsuits brought by stockholders against the company,
including derivative actions, be filed in specified courts located
in Delaware. The Board believes
that this provision will help to reduce the expense of litigating
similar cases in multiple jurisdictions and that cases will be
decided by judges familiar with Delaware law, where the company is
incorporated.
While the exclusive forum provision is effective immediately,
this provision will be submitted to the Level 3 stockholders for
their consideration at the 2016 Annual Meeting of Stockholders, and
if the exclusive forum provision is not ratified at that meeting,
the provision will become void.
Additional information regarding the amendments is contained in
a Form 8-K filed with the Securities and Exchange Commission.
About Level 3 Communications
Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500
company that provides local, national and global communications
services to enterprise, government and carrier customers. Level 3's
comprehensive portfolio of secure, managed solutions includes fiber
and infrastructure solutions; IP-based voice and data
communications; wide-area Ethernet services; video and content
distribution; data center and cloud-based solutions. Level 3 serves
customers in more than 500 markets in over 60 countries across a
global services platform anchored by owned fiber networks on three
continents and connected by extensive undersea facilities.
© Level 3 Communications, LLC. All Rights Reserved. Level 3,
Level 3 Communications, Level (3) and the Level 3 Logo are either
registered service marks or service marks of Level 3
Communications, LLC and/or one of its Affiliates in the United States and/or other countries. Any
other service names, product names, company names or logos included
herein are the trademarks or service marks of their respective
owners. Level 3 services are provided by subsidiaries of Level 3
Communications, Inc.
Forward-Looking Statement
Some statements made in this press release are
forward-looking in nature and are based on management's current
expectations or beliefs. These forward-looking statements are not a
guarantee of performance and are subject to a number of
uncertainties and other factors, many of which are outside Level
3's control, which could cause actual events to differ materially
from those expressed or implied by the statements. Important
factors that could prevent Level 3 from achieving its stated goals
include, but are not limited to, the company's ability to:
successfully integrate the tw telecom acquisition; manage risks
associated with continued uncertainty in the global economy;
increase revenue from its services to realize its targets for
financial and operating performance; maintain and increase traffic
on its network; develop and maintain effective business support
systems; manage system and network failures or disruptions; avert
the breach of its network and computer system security measures;
develop new services that meet customer demands and generate
acceptable margins; manage the future expansion or adaptation of
its network to remain competitive; defend intellectual property and
proprietary rights; manage continued or accelerated decreases in
market pricing for communications services; obtain capacity for its
network from other providers and interconnect its network with
other networks on favorable terms; attract and retain qualified
management and other personnel; successfully integrate future
acquisitions; effectively manage political, legal, regulatory,
foreign currency and other risks it is exposed to due to its
substantial international operations; mitigate its exposure to
contingent liabilities; and meet all of the terms and conditions of
its debt obligations. Additional information concerning these and
other important factors can be found within Level 3's filings with
the Securities and Exchange Commission. Statements in this press
release should be evaluated in light of these important factors.
Level 3 is under no obligation to, and expressly disclaims any such
obligation to, update or alter its forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Contact
Information
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Media:
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Investors:
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D. Nikki
Wheeler
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Mark
Stoutenberg
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+ 1
303-842-5150
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+1
720-888-2518
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nikki.wheeler@level3.com
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mark.stoutenberg@level3.com
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SOURCE Level 3 Communications, Inc.