Current Report Filing (8-k)

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)

Louisiana

001-7784

72-0651161

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 CenturyLink Drive

Monroe, Louisiana

71203

(Address of principal executive offices)

(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:

☐	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:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share	CTL	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	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:


Nominee	For		Against		Abstain		Broker Non-Votes
Martha H. Bejar		742,650,054		18,220,152		2,586,762		202,073,062
Virginia Boulet		703,486,403		57,192,730		2,777,835		202,073,062
Peter C. Brown		733,919,020		26,758,465		2,779,483		202,073,062
Kevin P. Chilton		745,616,870		15,004,938		2,835,160		202,073,062
Steven T. Clontz		738,723,210		21,700,165		3,033,593		202,073,062
T. Michael Glenn		743,544,539		17,131,195		2,781,234		202,073,062
W. Bruce Hanks		709,958,567		50,743,429		2,754,972		202,073,062
Hal S. Jones		748,975,359		11,597,413		2,884,196		202,073,062
Michael J. Roberts		737,746,796		22,897,616		2,812,556		202,073,062
Laurie A. Siegel		722,423,726		38,447,473		2,585,769		202,073,062
Jeffrey K. Storey		748,151,951		13,032,567		2,272,450		202,073,062

(b) Proposal 2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2020, based on the following vote:


For			881,515,753
Against			80,935,794
Abstain			3,078,483
Broker non-votes			N/A

(c) Proposal 3. Shareholders approved an amendment to the Company’s 2018 Equity Incentive Compensation Plan, based on the following vote:


For			723,301,763
Against			35,394,766
Abstain			4,760,439
Broker non-votes			202,073,062

(d) Proposal 4. Shareholders approved, on an advisory basis, the overall compensation of the Company’s named executive officers (the “say-on-pay” vote), based on the following vote:


For			564,417,118
Against			194,240,932
Abstain			4,798,918
Broker non-votes			202,073,062

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit No.		Description

	10.1	Amended and Restated CenturyLink, Inc. 2018 Equity Incentive Plan

	104	Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.