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 24, 2017
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) | |
(318) 388-9000
(Telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_____________________________________________
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)) |
Indicate by check mark whether the 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 o |
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. o
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) CenturyLink, Inc. (the “Company”) held its annual meeting of shareholders on May 24, 2017 (the “Annual Meeting”). There were a total of 548,870,486 shares entitled to vote at the Annual Meeting (consisting of 548,863,468 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class), of which 485,844,657 shares were present or represented by proxy.
(b) The Company’s independent inspector of election reported the vote of shareholders at the Annual Meeting as follows:
Proposal 1. Shareholders elected nine directors to serve until the Company’s 2018 annual meeting of shareholders, based on the following vote:
Nominee | For | Withheld | Broker Non-Votes | |||
Martha H. Bejar | 325,306,680 | 8,491,676 | 152,046,301 | |||
Virginia Boulet | 306,393,437 | 27,404,919 | 152,046,301 | |||
Peter C. Brown | 325,280,591 | 8,517,765 | 152,046,301 | |||
W. Bruce Hanks | 315,098,465 | 18,699,891 | 152,046,301 | |||
Mary L. Landrieu | 326,001,659 | 7,796,697 | 152,046,301 | |||
Harvey P. Perry | 324,788,938 | 9,009,418 | 152,046,301 | |||
Glen F. Post, III | 326,622,632 | 7,175,724 | 152,046,301 | |||
Michael J. Roberts | 326,953,412 | 6,844,944 | 152,046,301 | |||
Laurie A. Siegel | 326,952,820 | 6,845,536 | 152,046,301 | |||
Proposal 2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2017, based on the following vote:
For | 460,649,232 | ||
Against | 23,078,774 | ||
Abstain | 2,116,651 | ||
Broker non-votes | N/A | ||
Proposal 3(a). 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 | 289,616,573 | ||
Against | 41,092,275 | ||
Abstain | 3,089,508 | ||
Broker non-votes | 152,046,301 | ||
Proposal 3(b). Shareholders recommended, in an advisory vote, that an advisory say-on-pay vote be held every one year, based on the following vote:
One Year | 277,200,214 | ||
Two Years | 2,623,477 | ||
Three Years | 51,653,431 | ||
Abstain | 2,321,234 | ||
Broker non-votes | 152,046,301 | ||
Proposal 4(a). Shareholders rejected a shareholder proposal regarding equity retention, based on the following vote:
For | 112,538,277 | |
Against | 215,562,144 | |
Abstain | 5,697,935 | |
Broker non-votes | 152,046,301 | |
Proposal 4(b). Shareholders rejected a shareholder proposal regarding lobbying activities, based on the following votes:
For | 88,987,933 | |
Against | 215,416,932 | |
Abstain | 29,393,491 | |
Broker non-votes | 152,046,301 | |
Proposal 4(c). No vote was taken on this shareholder proposal, as it was withdrawn by its proponent, Friends Fiduciary Corporation, on April 19, 2017 (after the Company’s proxy statement was filed but prior to the Annual Meeting).
(d) Consistent with its voting recommendation and the results of the shareholder vote on Proposal 3(b), the Board has determined that say-on-pay votes will continue to be held every year until the next say-on-frequency vote, which the Company expects to hold no later than its 2023 annual meeting of shareholders.
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 31, 2017 | ||