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 18, 2016

 

 

 

LOGO

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana   1-7784   72-0651161
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

100 CenturyLink Drive  
Monroe, Louisiana   71203
(Address of principal executive offices)   (Zip Code)

(318) 388-9000

(Registrants’ 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 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

At our 2016 annual meeting of shareholders, shareholders present in person or represented by proxy voted on the matters described below. There were 546,172,727 shares of voting stock entitled to be voted at the annual meeting, of which 486,776,144 shares were present or represented for purposes of constituting a quorum. At the annual meeting, the Company’s shareholders (1) elected the 11 persons listed below to serve as our directors for one-year terms, (2) ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2016, (3) approved an amendment to our 2011 Equity Incentive Plan, (4) approved, on an advisory basis, the compensation of our named executive officers and (5) did not approve a shareholder proposal regarding equity retention. You can find additional information about each of these matters in our 2016 Proxy Statement.

Our independent inspector of election reported the vote of shareholders as follows:

1. Shareholders elected 11 directors to serve until our 2017 annual meeting of shareholders based on the following votes:

 

Nominees

 

            For             

 

    Withheld    

 

    Broker Non-Votes    

Martha H. Bejar

  361,117,059   4,900,644   120,758,441

Virginia Boulet

  356,331,014   9,686,689   120,758,441

Peter C. Brown

  360,123,808   5,893,895   120,758,441

W. Bruce Hanks

  353,345,735   12,671,968   120,758,441

Mary L. Landrieu

  361,145,882   4,871,821   120,758,441

Gregory J. McCray

  360,167,398   5,850,304   120,758,441

William A. Owens

  361,535,476   4,482,227   120,758,441

Harvey P. Perry

  359,122,099   6,895,604   120,758,441

Glen F. Post, III

  360,845,337   5,172,366   120,758,441

Michael J. Roberts

  361,910,965   4,106,738   120,758,441

Laurie A. Siegel

  361,904,472   4,113,231   120,758,441

2. Shareholders ratified the appointment of KPMG LLP as our independent auditor for 2016 based on the following votes:

 

For     462,202,901   
Against     23,059,396   
Abstain     1,513,846   
Broker non-votes     N/A   

3. Shareholders approved an amendment to our 2011 Equity Incentive Plan based on the following votes:

 

For     347,136,107   
Against     16,685,179   
Abstain     2,196,417   
Broker non-votes     120,758,441   

 

2


4. Shareholders approved, on a non-binding and advisory basis, the overall compensation of our named executive officers based on the following votes:

 

For     324,535,923   
Against     38,975,633   
Abstain     2,506,147   
Broker non-votes     120,758,441   

5. Shareholders rejected a shareholder proposal regarding equity retention based on the following votes:

 

For     115,149,614   
Against     247,321,724   
Abstain     3,546,365   
Broker non-votes     120,758,441   

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

The exhibit to this Current Report is listed in the Exhibit Index, which appears at the end of this Current Report and is incorporated by reference herein.

 

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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.

 

CenturyLink, Inc.
By:   /s/ Stacey W. Goff
  Stacey W. Goff
 

Executive Vice President,

Chief Administrative Officer,

General Counsel and Secretary

Dated: May 23, 2016


Exhibit Index

 

Exhibit
No.
  

Description

10.1    CenturyLink 2011 Equity Incentive Plan, as amended through May 18, 2016 (incorporated by reference to Appendix A to CenturyLink, Inc.’s definitive proxy statement for its 2016 Annual Meeting of Shareholders, filed on April 5, 2016).