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 28, 2014
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)) |
Listed below are summaries of certain actions taken at our 2014 annual meeting of shareholders held on May 28, 2014 (the Annual Meeting), or at the meeting of our board of directors convened thereafter.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2014, the Board of Directors terminated our Amended and Restated 2001 Employee Stock Purchase Plan (the ESPP), effective as of July 1, 2014. The last offering period under the ESPP will end on June 30, 2014.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed on our Current Report on Form 8-K filed on February 27, 2014 and our Proxy Statement dated April 14, 2014, we presented a board-adopted proxy access bylaw amendment to our shareholders for ratification at the Annual Meeting. As described further in Item 5.07 below, our shareholders ratified this bylaw amendment at the Annual Meeting. The full text of the Companys bylaws, as amended through May 28, 2014, is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders present in person or represented by proxy voted on the matters described below. There were 574,065,909 shares of voting stock entitled to be voted at the Annual Meeting, of which 508,306,157 shares were present or represented for purposes of constituting a quorum. At the Annual Meeting, the Companys shareholders (1) elected the 13 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 2014, (3) ratified a bylaw amendment providing proxy access rights, as discussed further in Item 5.03 above, (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 Proxy Statement dated April 14, 2014.
Our independent judge of election reported the vote of shareholders as follows:
1. Elect 13 directors to serve until 2015
Nominees |
For | Withheld | Broker Non-Votes | |||||||||
Virginia Boulet |
358,042,440 | 16,554,549 | 133,709,168 | |||||||||
Peter C. Brown |
367,518,798 | 7,078,191 | 133,709,168 | |||||||||
Richard A. Gephardt |
339,146,789 | 35,450,200 | 133,709,168 | |||||||||
W. Bruce Hanks |
353,551,164 | 21,045,825 | 133,709,168 | |||||||||
Gregory J. McCray |
369,627,863 | 4,969,126 | 133,709,168 | |||||||||
C. G. Melville, Jr. |
357,301,606 | 17,295,383 | 133,709,168 | |||||||||
Fred R. Nichols |
368,413,542 | 6,183,447 | 133,709,168 |
2
William A. Owens |
366,618,880 | 7,978,109 | 133,709,168 | |||||||||
Harvey P. Perry |
327,925,727 | 46,671,262 | 133,709,168 | |||||||||
Glen F. Post, III |
368,853,576 | 5,743,413 | 133,709,168 | |||||||||
Michael J. Roberts |
367,541,317 | 7,055,672 | 133,709,168 | |||||||||
Laurie A. Siegel |
370,098,460 | 4,498,529 | 133,709,168 | |||||||||
Joseph R. Zimmel |
367,215,103 | 7,381,886 | 133,709,168 |
2. Ratify the appointment of KPMG LLP as our independent auditor for 2014
For |
475,990,607 | |||
Against |
30,104,246 | |||
Abstain |
2,211,304 | |||
Broker non-votes |
N/A |
3. Ratify the proxy access bylaw amendment
For |
358,756,842 | |||
Against |
13,311,011 | |||
Abstain |
2,529,136 | |||
Broker non-votes |
133,709,168 |
4. Approve, on a non-binding and advisory basis, the overall compensation of our named executive officers
For |
344,379,689 | |||
Against |
26,849,972 | |||
Abstain |
3,367,328 | |||
Broker non-votes |
133,709,168 |
5. Shareholder proposal regarding equity retention
For |
99,055,332 | |||
Against |
271,988,518 | |||
Abstain |
3,553,139 | |||
Broker non-votes |
133,709,168 |
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.
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.
CenturyLink, Inc. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff | ||
Executive Vice President, | ||
General Counsel and Secretary |
Dated: June 2, 2014
Exhibit Index
Exhibit |
Description | |
3.1* | Bylaws of CenturyLink, Inc., as amended through May 28, 2014. |
* | Filed herewith |