Current Report Filing (8-k)
May 22 2019 - 4:32PM
Edgar (US Regulatory)
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 22, 2019
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
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Louisiana
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001-7784
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72-0651161
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 CenturyLink Drive
Monroe, Louisiana
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71203
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, par value $1.00 per share
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CTL
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New York Stock Exchange
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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. 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 22, 2019, CenturyLink, Inc. (the Company) held its 2019 annual meeting of shareholders (the Annual
Meeting), at which the Companys shareholders voted to, among other things, approve an amendment to the Companys articles of incorporation, as amended (the articles of incorporation), to increase the number of the
Companys authorized shares of common stock from 1,600,000,000 to 2,200,000,000. Following approval by the shareholders, on May 22, 2019, the Company filed articles of amendment to the articles of incorporation with the Secretary of State
of Louisiana reflecting such amendment.
The foregoing summary does not purport to be complete and is qualified in its entirety by the
full text of the amendment to the Companys articles of incorporation, which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a) At the Annual Meeting (referred to in Item 5.03 above), there were a total of 1,090,467,932 shares entitled to vote
(consisting of 1,090,460,914 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class), of which 951,119,801 shares were present or represented by proxy.
(b) The Companys independent inspector of election reported the vote of shareholders at the Annual Meeting as
follows:
Proposal 1
. Shareholders elected 13 directors to serve until the Companys 2020 annual meeting of
shareholders, based on the following vote:
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Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Martha H. Bejar
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670,356,541
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22,595,977
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2,589,514
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255,577,769
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Virginia Boulet
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605,669,116
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87,390,435
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2,482,481
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255,577,769
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Peter C. Brown
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639,139,343
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53,494,902
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2,907,787
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255,577,769
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Kevin P. Chilton
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674,910,993
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17,932,262
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2,698,777
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255,577,769
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Steven T. Clontz
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668,570,259
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24,243,263
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2,728,510
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255,577,769
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T. Michael Glenn
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672,744,092
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20,092,209
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2,705,731
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255,577,769
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W. Bruce Hanks
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626,019,696
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66,813,737
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2,708,599
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255,577,769
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Mary L. Landrieu
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637,382,605
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55,711,153
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2,448,274
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255,577,769
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Harvey P. Perry
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639,512,895
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53,244,697
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2,784,440
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255,577,769
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Glen F. Post, III
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631,367,463
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61,700,245
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2,474,324
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255,577,769
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Michael J. Roberts
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650,400,548
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42,421,226
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2,720,258
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255,577,769
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Laurie A. Siegel
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632,323,016
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60,616,199
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2,602,817
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255,577,769
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Jeffrey K. Storey
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677,539,885
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15,569,740
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2,432,407
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255,577,769
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2
Proposal 2
. Shareholders ratified the appointment of KPMG LLP as the
Companys independent auditor for 2019, based on the following vote:
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For
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853,045,813
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Against
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94,030,672
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Abstain
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4,043,316
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Broker
non-votes
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N/A
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Proposal 3
. As described further in Item 5.03 above, shareholders approved an amendment
to the Companys articles of incorporation to increase the number of shares of authorized stock, based on the following vote:
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For
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876,847,396
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Against
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68,331,158
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Abstain
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5,941,247
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Broker
non-votes
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0
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*
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Proposal 4
. Shareholders ratified the Companys Amended and Restated
Section 382 Rights Agreement (as filed with the Securities and Exchange Commission on May
10, 2019), based on the following vote:
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For
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622,869,563
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Against
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67,556,131
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Abstain
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5,116,338
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Broker
non-votes
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255,577,769
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Proposal 5
. Shareholders did not approve, on an advisory basis, the overall
compensation of the Companys named executive officers (the
say-on-pay
vote), based on the following vote:
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For
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269,338,005
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Against
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394,384,690
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Abstain
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31,819,337
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Broker
non-votes
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255,577,769
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Proposal 6
. Shareholders rejected a shareholder proposal regarding lobbying activities,
based on the following vote:
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For
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246,487,367
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Against
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434,595,197
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Abstain
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14,459,468
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Broker
non-votes
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255,577,769
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*
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As reported by the Companys inspector of election.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibit is filed with this Current Report on Form
8-K:
3
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.
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CENTURYLINK, INC.
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By:
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/s/ Stacey W. Goff
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Stacey W. Goff
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Executive Vice President, General Counsel and Secretary
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Dated: May 22, 2019
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