Form 8-K - Current report

LUMEN TECHNOLOGIES, INC.

Dated: February 22, 2024

/s/ Stacey W. Goff

Stacey W. Goff

Executive Vice President, General Counsel and Secretary

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 21, 2024

LOGO

Lumen Technologies, 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)

(318) 388-9000

(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:


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

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.

Effective February 21, 2024, the board of directors (the “Board”) of Lumen Technologies, Inc. (the “Company”), on the recommendation of its nominating and corporate governance committee, voted to increase its size from 11 members to 12 members and to appoint Diankha Linear to fill the newly-created vacancy. Ms. Linear’s appointment is effective immediately and she will stand for reelection at the Company’s 2024 annual meeting of shareholders. The Board also appointed Ms. Linear to the nominating and corporate governance committee and risk and security committee of the Board.

The Board has determined that Ms. Linear qualifies as an independent director under the independence standards of the NYSE listing rules and the Company’s Corporate Governance Guidelines.

Ms. Linear will receive compensation for her Board and committee service in accordance with the Company’s outside director compensation program as previously described in the Company’s filings with the Securities and Exchange Commission (the “SEC”). With respect to the equity-based component of the program, on the date following her appointment, Ms. Linear received a prorated grant of restricted stock with a target grant date value of $50,000, vesting on the first anniversary of the grant date and otherwise subject to the same terms as the equity awards received by the Company’s other outside directors on May 17, 2023. In addition, Ms. Linear will receive the benefit of the Company’s standard form of indemnification agreement for directors, a copy of which has been filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K that was filed with the SEC on February 29, 2016.

On February 22, 2024, the Company issued a press release announcing Ms. Linear’s appointment. That press release is filed as Exhibit 99.1 to, and is incorporated by reference into, this Current Report on Form 8-K.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to uncertainties, including the completion of documentation or the adoption of resolutions regarding the above-described arrangements. Actual events and results may differ materially from those anticipated by us in those statements. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description

99.1		Press release dated February 22, 2024, announcing the appointment of Ms. Linear.

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. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

Exhibit 99.1

Lumen strengthens technology transformation with new board appointment

Visionary executive Diankha Linear brings market disruption expertise to the Board

DENVER, Feb. 22, 2024 – Lumen Technologies (NYSE: LUMN) today announced the appointment of Diankha Linear to its board of directors, effective immediately.

Linear is a seasoned executive and proven operator with more than 20 years of experience leading across highly regulated technology, logistics, and retail industries. In her current role as president and CEO of Community, Inc., she is disrupting how brands interact with their customers with an engagement platform that connects businesses, brands, and public figures to their audiences at scale.

“Diankha’s broad range of experience in technology, military leadership, logistics, and retail will be invaluable to the Lumen board. Her expertise and insights will help shape our path as we disrupt traditional telecom and deliver new technology services and value to customers,” said Kate Johnson, President, and CEO of Lumen.

Linear’s leadership and strategic abilities were initially forged by 16 years of military service in the U.S. Army Reserve (Airborne), including as a Logistics and Judge Advocate General officer.

“Lumen has made foundational changes to transform itself and its industry. This focus on transformation is inspiring, and I am looking forward to working alongside the board and seizing opportunities to continue moving the company into the future,” said Linear.

Prior to leading Community, Inc., Linear served as general counsel and corporate secretary at Convoy, Inc. Before Convoy, she spent nearly a decade in leadership positions at Fortune 500 companies Nordstrom and Expeditors International of Washington. Ms. Linear is a graduate of the University of Washington and the University of Pennsylvania Law School.

She serves on the Board of Directors for Community, Inc., the Board of Trustees for Swedish Health Systems, and Board of Directors of the not-for-profit college access and leadership development program, Rainier Scholars.

The appointment brings the company’s board count from 11 to 12.

A full breakdown of the company’s board of directors is available online.

About Lumen Technologies

Lumen connects the world. We are igniting business growth by connecting people, data, and applications – quickly, securely, and effortlessly. Everything we do at Lumen takes advantage of our network strength. From metro connectivity to long-haul data transport to our edge cloud, security, and managed service capabilities, we meet our customers’ needs today and as they build for tomorrow. For news and insights visit news.lumen.com,LinkedIn: /lumentechnologies,Twitter: @lumentechco, Facebook: /lumentechnologies,Instagram: @lumentechnologies and YouTube: /lumentechnologies. Lumen and Lumen Technologies are registered trademarks of Lumen Technologies LLC in the United States. Lumen Technologies LLC is a wholly owned affiliate of Lumen Technologies, Inc.

Forward-Looking Statements

This release includes forward-looking statements (as defined by the federal securities laws), which are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, are inherently speculative, and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements. Factors that could affect actual results include, but are not limited to, each of the matters and risks referenced from time to time in our filings with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, which speak only as of the date made.

SOURCE Lumen Technologies

For further information:

Media Contact: Danielle Spears, Lumen Public Relations, 321-256-3878,

Danielle.Spears@Lumen.com

Document and Entity Information	Feb. 21, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	Lumen Technologies, Inc.
Entity Incorporation State Country Code	LA
Entity File Number	001-7784
Entity Tax Identification Number	72-0651161
Entity Address Address Line 1	100 CenturyLink Drive
Entity Address City Or Town	Monroe
Entity Address State Or Province	LA
Entity Address Postal Zip Code	71203
City Area Code	318
Local Phone Number	388-9000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000018926
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	LUMN
Security Exchange Name	NYSE
Preferred Stock [Member]
Entity Information [Line Items]
Security 12b Title	Preferred Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true