UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

2018 Notice of Annual Meeting

and Proxy Statement

and

Annual Financial Report

May 23, 2018

10:00 a.m. local time

100 CenturyLink Drive

Monroe, Louisiana

Dear Fellow Shareholders:

On behalf of the entire Board of Directors, I want to thank you for your support of CenturyLink.

Over the last year, we have certainly been busy. We are continuing the transformation we began a little more than two years ago with the acquisition of Level 3, responding to a continually and rapidly evolving world where our technology is key,de-risking our business by significantly improving our balance sheet, listening to and acting upon your feedback regarding corporate governance and executive compensation, and, as I write this letter, dealing with theCOVID-19 pandemic sweeping the world.

Committing to our Communities During theCOVID-19 Pandemic

As a company, we have taken many proactive steps to help “flatten the curve” of this virus. Our first priority is for the health and safety of our employees. All employees whose jobs allow them to work at home are currently doing so, approximately 75% of our global workforce, and, excluding our critical infrastructure personnel such as field technicians, close to 95% of our North American employees. Whether working from home or not, we have established strict social distancing practices, eliminated travel, and are using our own products and services to maintain a productive and engaged workforce during this period. We have also sought to mitigate the financial impact on employees. We have instituted an additional 80 hours of paid time off to be available forCOVID-19 issues and have expanded access to our short-term disability program to all U.S. employees. We are also working with our local leadership around the world to provide additional protections to ournon-U.S. employees.

Our employees’ response has been phenomenal. They recognize their efforts and our services are key components to our customers and communities combatting this disease. We are actively and urgently working with State, Local and Federal Governments around the globe to ensure they have the networking, connectivity and security capabilities they need to respond effectively. Similarly, we are working with our many Business and Consumer customers to ensure they have the capabilities to implement their own work-from-home initiatives and support their businesses. This is what our network was built to do. Our team is keeping people connected when it matters most, and I am incredibly proud of our team of employees. Their appreciation of their role with each other and their role in supporting our customers and communities across the globe has been truly remarkable.

We have also taken the FCC’s Keep America Connected Pledge, which means we will not disconnect or charge late fees to Consumer or Small Business customers experiencing hardships due toCOVID-19 and we have suspended data usage limits for these customers.

While the long-term effect of this pandemic remains to be fully understood, it is not too soon to say that secure,far-reaching and capable networks such as ours, together with the employees who bring them to life, are critical to the security and prosperity of the customers we serve around the world and the communities in which they live. We at CenturyLink are proud to be part of that.

The 4^th Industrial Revolution

As the current crisis amply demonstrates, the world is more networked and more dynamic than ever. We are undergoing what has been termed the 4^th Industrial Revolution, where digital technologies, Big Data and Artificial Intelligence (AI) fundamentally change the way the world and our customers engage in business and in governing.

CenturyLink’s core technologies are at the center of this new world. We believe the starting point for all communications is fiber as the fundamental transport technology. We are continually expanding what is already one of the world’s largest fiber networks (approximately 450,000 route miles), connecting new buildings (approximately 170,000 buildingson-net as ofyear-end), expanding our footprint (more than 60 countries today) and utilizing our extensive conduit systems to rapidly and economically augment with new fiber and transport technologies.

Internet Protocol (IP) is at the heart of this fiber-connected world and CenturyLink is at the heart of the IP world. Our IP network operates at incredible scale and can easily support our customers’ growing capacity needs. Work-from-home, distance learning, remote medicine and how the economy itself functions depend on IP and the services we provide. Whether you are a Content customer, Cloud Service Provider, Wholesaler, Enterprise, Small Business or one of our almost 5 million Consumer broadband customers, you rely on CenturyLink’s IP backbone.

Although compute resources are historically centralized into a few locations for each customer, we recognize that latency concerns, along with intensive bandwidth demands of Big Data and AI, require compute resources to move closer and closer to the network edge. Our fiber network and our newly launched CenturyLink Edge Compute products are meeting that need. For one global customer, we evaluated thousands of domestic U.S. locations and found that with slightly more than 100 CenturyLink edge compute facilities, we could serve 95% of those sites with less than 5 milliseconds of delay. This is a good, but not uncommon example of how ourfar-reaching fiber network and our focus on providing next generation solutions work together to solve our customers’ evolving needs.

There is a lot for us to look forward to in our business. But we also face pressures. As I regularly tell our team, we have to always “face the truth”, and the truth here is that a portion of our revenue will continue to decline. Products like legacy Consumer voice services or Enterprise private lines, which are based on technology from the early 2000’s, will continue to decline. These declines are expected to occur over long periods and are flattening, but these legacy declines will continue to put pressure on our top line.

Fiber is key even here. As an example, our fiber-based Consumer broadband services are growing. When we invest in fiber to a home, we change from an analog to a digital customer experience, with higher speeds, simpler product sets, better network performance, enhanced monitoring and even intuitive self-installs.

The bottom line is we operate one of the world’s largest, most powerful fiber networks. It is a critically valuable asset in which we will continue to invest to expand and upgrade – where we invest in fiber, we grow our business.

Financial Discipline

Many of you have heard me say that I believe growing Free Cash Flow per share is the best method for driving long-term growth in shareholder value. This principle is critical to how we run the business – focusing onprofitable revenue and disciplined financial management are essential to that end.

To drive profitable revenue, we have expanded our capabilities for businesses. As an example, operating in today’s hybrid-cloud world is complex for our customers. With services like Dynamic Connections (scalable, redirectable, instantaneous connectivity), Cloud Application Manager (where customers can control all of their cloud resources in a streamlined, seamless manner), Edge computing and Security embedded within the network itself, we greatly simplify our customers’ hybrid cloud environments.

At the beginning of 2019, we announced our digital and cost transformation efforts, with plans to achieve $800 million to $1 billion in cost transformation synergies over the next three years. During the year we made great progress, achieving approximately $430 million inrun-rate cost savings. The primary objective of our transformation efforts is to implement a digital operating model – evolving how our employees support our services and how our customers buy and consume those services. Cost efficiencies are a natural outcome of those efforts. As 2020 begins, we remain focused on streamlining and enhancing the CenturyLink customer experience.

Similarly, in early 2019 we announced our three-year plan to reduce net leverage to a range of 2.75 to 3.25 times Adjusted EBITDA. A strong balance sheet is critical to our ability to invest, pursue future growth opportunities and provide the flexibility to adapt to unforeseen events. I am pleased to say that we have made excellent progress toward this objective. We exited 2019 at 3.7x leverage – down from 4.0x at the end of 2018 and from 4.3x at the time of the Level 3 acquisition. In addition, over the last twelve months we refinanced $17 billion of debt – roughly half of our total outstanding debt, reducing interest expense and extending debt maturities. We believe our financial position is strong.

Corporate Governance and Executive Compensation

The CenturyLink Board continually reviews our Board composition, governance and executive compensation practices. During 2019, we deepened our engagement with you and listened to your feedback on these issues. In response to this feedback, we made extensive changes to our compensation plans. These changes are detailed in the proxy and included in a letter from the Chair of our Human Resources and Compensation Committee, Laurie Siegel.

Our Board of Directors continues to review our governance policies and Board composition to ensure we are aligned with the interests of all shareholders. Late last year, we announced several changes to the Board, including the retirement of Harvey Perry and Glen Post at our upcoming shareholder meeting. In addition, we recently added Hal Jones to the Board and, as you will see in the slate of Directors, Mary Landrieu has elected not to stand for reelection to the Board. With Harvey’s upcoming retirement, we are nominating Mike Glenn as Chairman of our Board. These changes reduce the size, improve the average tenure and position us to enhance important skills for our Board.

In addition, we established targets and expectations regarding key governance issues:

Please join me in thanking Glen, Harvey and Mary for their leadership on your Board of Directors. At the time Harvey joined Glen on the Board more than 30 years ago, Century Telephone, as it was then known, had roughly $250 million in revenue, and operated primarily in small markets within 14 states. Over the years, Glen and Harvey have overseen the growth of the company into a global telecommunications leader, providing services in more than 60 countries with more than $20 billion in revenue. We are grateful to Glen, Harvey and Mary for their contributions and will miss their deep engagement and their counsel.

In the event it is not possible or advisable to hold anin-person annual meeting as currently planned, we are making arrangements to hold the meeting through virtual meeting technology. We will continue to monitor theCOVID-19 situation and will announce any alternative arrangements for the meeting as soon as possible. Please monitor our website at ir.centurylink.com and our filings with the SEC for updated information. If you are planning to attend our meeting, please check our website for updates, which will be posted no later than May 10, 2020. As always, we encourage you to vote your shares prior to the annual meeting.

Operating one of the world’s largest networks, we provide services that are extraordinarily important and relevant to the marketplace. We continue enhancing those services and the reach of our fiber network, responding to our customers’ evolving needs for ubiquitous, scalable and flexible solutions that allow them to control their own digital infrastructure and fuel their ongoing digital transformations. Whether for Content distribution, Big Data applications, AI, Cloud computing, Edge computing or Security, CenturyLink is at the heart of the 4^th Industrial Revolution.

Wishing you all health, safety and strength during these trying times, and with thanks for your support.

Regards,

Jeff Storey

President and Chief Executive Officer

CenturyLink

Notice of 2020 Annual Meeting

of Shareholders

RECORD DATE You can vote if you were a shareholder of record at the close of business on March 26, 2020.

PROXY VOTING Shareholders are invited to attend the meeting in person. Even if you expect to attend, we urge you to vote in advance using any of the methods listed below.

EMERGENCY CONTINGENCY PLAN As discussed further in the accompanying proxy statement, in the event existing public health concerns related toCOVID-19 persist, CenturyLink may take steps to best protect the health and welfare of all our stakeholders, including announcing alternate meeting attendance options or restrictions, or adjourning or rescheduling the meeting.

Stacey W. Goff

Secretary

April 8, 2020

YOUR VOTE IS IMPORTANT TO US. WE URGE YOUR PARTICIPATION.

Using the voting instructions provided in your proxy materials, you may vote one of the following ways:

By Internet: visit www.proxyvote.com		By Phone: call1-800-690-6903		By Mail: mark, sign, date and return proxy card		In Person: attend Annual Meeting

TABLE OF CONTENTS

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Forward-Looking Statements

Except for historical and factual information contained herein, matters set forth in our 2020 proxy materials 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” protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to uncertainties. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

Certain Defined Terms

All references in this proxy statement or related materials to “we,” “us,” “our,” the “Company” or “CenturyLink” refer to CenturyLink, Inc. In addition, each reference to (i) the “Board” refers to our Board of Directors, (ii) our “executives” or “executive officers”“Voting Shares” refers collectively to our six executive officers listed in the tables beginning on page 3shares of this proxy statement,Common Stock (“Common Shares”) and shares of Series L Preferred Stock (“Preferred Shares”), (iii) “meeting” or “annual meeting” refers to the 20182020 annual meeting of our shareholders described further herein, (iv) “executives,” “executive officers,” “named executives,” “named officers,” “named executive officers” or “NEOs” refers to the six current or former executivefive officers listed in the Summary Compensation Table appearing on page 7177 of this proxy statement, (v) “senior officers” refers to our executive officers and a

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limited number of additional officers whose compensation is determined by the Compensation Committee, (vi) “Compensation Committee” refers to the Human Resources and Compensation Committee of our Board, (vi) “legacy officers” or “legacy named officers”(vii) “Nominating Committee” refers to officers who commenced service with us prior to the Level 3 Combination,Nominating and “newly named executives” refers to named officers who commenced service with us upon completionCorporate Governance Committee of the Level 3 Combination, (vii)our Board, (viii) “Embarq” refers to Embarq Corporation, which we acquired on July 1, 2009, (viii)(ix) “Qwest” refers to Qwest Communications International Inc., which we acquired on April 1, 2011, (ix)(x) “Level 3” refers to Level 3 Parent, LLC and its predecessor, Level 3 Communications, Inc., prior to the Level 3 Combination on November 1, 2017, and to itssuccessor-in-interest Level 3 Parent, LLC thereafter, (x)(xi) “Level 3 Combination” refers to our business combination with Level 3, which was publicly announced on October 31, 2016 and consummated on November 1, 2017, (which we from time to time refer to as the “Closing” or “Closing Date”), and (xi) the(xii) “SEC” refers to the U.S. Securities and Exchange Commission.Commission, (xiii) “ESG” refers to Environmental, Social and Governance, (xiv) “GAAP” refers to U.S. generally accepted accounting principles and (xv) “NYSE” refers to the New York Stock Exchange. Unless otherwise provided, all information is presented as of the date of this proxy statement.

CENTURYLINKAT-A-GLANCE

How many votes may I cast?

You may cast one vote for every share of our common stock or Series L preferred stock that you owned on the record date. Our common stock and Series L preferred stock vote together as a single class on all matters. In this proxy statement, we refer to these shares as our “Common Shares” and “Preferred Shares,” respectively, and as our “Voting Shares,” collectively. As of the record date, we had 1,078,907,371 Common Shares and 7,018 Preferred Shares outstanding.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If shares are registered in your name with our transfer agent, Computershare Investor Services L.L.C., you are the “shareholder of record” of those shares and you may directly vote these shares, together with any shares credited to your account if you are a participant in our automatic dividend reinvestment and stock purchase service.

If your shares are held on your behalf in a stock brokerage account or by a bank or other nominee, you are the “beneficial owner” of shares held in “street name.” We have requested that our proxy materials be made available to you by your broker, bank or nominee, who is considered the shareholder of record of those shares.

If I am a shareholder of record, how do I vote?

If you are a shareholder of record, you may vote in person at the meeting or by proxy in any of the following three ways:

Please note that you may not vote by telephone or the Internet after 1:00 a.m. Central Time on May 23, 2018.

If I am a beneficial owner of shares held in street name, how do I vote?

As the beneficial owner, you have the right to instruct your broker, bank or nominee how to vote your shares by using any voting instruction card supplied by them or by following their instructions for voting by telephone, the Internet, or in person.

If I am a benefit plan participant, how do I vote?

Please see “Additional Information About the Meeting — Voting by Participants in Our Benefit Plans” appearing below.

Do I need identification to attend the meeting in person?

Yes. Please bring proper identification, together with the Important Notice Regarding Availability of Proxy Materials mailed to you, which will serve as your admission ticket. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned Voting Shares on the record date.

Where can I find additional information about the conduct of the meeting, voting requirements, and other similar matters relating to the meeting?

Please see “Additional Information About the Meeting” appearing below.

ITEM NO. 1 – ELECTION OF DIRECTORS

Board Qualifications

Director Qualifications

Board Skills and Experience

CenturyLink’s Board of Directors provides a wide array of skills, experience and perspectives that strengthen the Board’s ability to fulfill its oversight role on behalf of CenturyLink’s shareholders. We strive to maintain a well-rounded and diverse Board that balances:

As summarized below, our nominees bring a variety of skills and experience to our Board, developed across a variety of industries.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Board Qualifications

Board Diversity

Our nominees embody tenure, gender, and professional diversity: Most of our nominees have served for four years or less. The remaining five nominees each have more than nine years of service and form the institutional knowledge backbone of the Board. More than a quarter of our nominees are women, and women hold key boardroom leadership positions including chairs of two of our four principal standing Board committees. Our commitment to gender diversity is longstanding – first electing a woman to the Board in 1995, when women in the boardroom were relatively rare. With nominees from the telecommunications and technology industries, and with leadership experience in global logistics, human capital management, the U.S. military, and international brand and franchise management – the Board’s professional experience represents a diversity of perspectives essential to effective risk management oversight.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Director Biographies

Director Biographies

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Director Biographies

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Director Biographies

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Director Biographies

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Director Biographies

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ITEM NO. 1 – ELECTION OF DIRECTORS

Director Biographies

Votes Required

To be elected, each of the 11 nominees must receive an affirmative vote of a majority of the votes cast with respect to the election of directors. Any director failing to receive a majority of votes cast must promptly tender his or her resignation.

Unless authority is withheld,otherwise directed, all votes attributable to Voting Sharesvoting shares represented by each duly executed and delivered proxy will be cast for the election of each of the 13 below-namedabove-named nominees. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.

Under our bylawBylaws nominating procedures, these nominees are the only individuals who may be elected at the meeting. If for any reason any such nominee should decline or become unable to stand for election as a director, which we do not anticipate, the persons named as proxies may vote instead for another candidate designated by the Board, withoutre-soliciting proxies.

For additional information about our director nomination process and agreements under which we are obligated to nominate certain directors at the meeting, see “Corporate Governance — Director Nomination Process.”

As discussed further under “Additional Information About the Meeting — Vote Required to Elect Directors,” to be elected each of the 13 nominees must receive an affirmative vote of a majority of the votes cast.

Nominees For Election to the Board:

Listed below is information on each of the 13 individuals nominated to stand for election to the Board.

The Board recommends that you vote “FOR” each of the following nominees:

ITEM NO. 1 – ELECTION OF DIRECTORS

Executive Officers Who Are Not Directors

Director Nomination ProcessITEM NO. 1 – ELECTION OF DIRECTORS

General.Nominations for the election of directors at our annual shareholders’ meetings may be made by theHow Our Board (upon the receipt of recommendations of the Nominating Committee) or by any shareholder of record who complies with our bylaws, which are summarized below. For the meeting this year, the Board has nominated the 13 nominees listed above under “Election of Directors” to stand for election as directors,is Selected and no shareholders submitted any nominations. For further information on procedures governing the submission of shareholder proposals, see “— Bylaw Requirements” and “Other Matters — Deadlines for Submitting Shareholder Nominations and Proposals for the 2019 Annual Meeting.”Elected

Bylaw Requirements.If timely notice is provided, our bylaws permit shareholders to nominate a director or bring other matters before a shareholders’ meeting. The written notice required to be sent by any shareholder nominating a director must include various information, including, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and address of such shareholder, any such beneficial owner, and any other parties affiliated, associated or acting in concert therewith, (ii) their beneficial ownership interests in our Voting Shares, including disclosure of arrangements that might cause such person’s voting, investment or economic interests in our Voting Shares to differ from those of our other shareholders, (iii) certain additional information concerning such parties required under the federal proxy rules, (iv) a description of all agreements with respect to the nomination among the nominating shareholder, any beneficial owner, any person acting in concert with them, each proposed nominee and certain other persons, and (v) a representation whether any such person intends to solicit proxies or votes in support of their proposed nominees. With respect to each proposed nominee, the written notice must also, among other things, (i) set forth biographical and other data required under the federal proxy rules and a description of various compensation or other arrangements or relationships between each proposed nominee and the nominating shareholder and its affiliated parties and (ii) furnish both a completed and duly executed questionnaire and a duly executed agreement designed to disclose various aspects of the proposed nominee’s background, qualifications and certain specified arrangements with other persons, as well as to receive the proposed nominee’s commitment to abide by certain specified agreements and undertakings. We may require a proposed nominee to furnish other reasonable information or certifications. Shareholders interested in bringing before a shareholders’ meeting any matter other than a director nomination should consult our bylaws for additional procedures governing such requests. We may disregard any nomination or submission of any other matter that fails to comply with these bylaw procedures.

In addition, our bylaws provide that under certain circumstances a shareholder or group of shareholders may include director candidates that they have nominated in our annual meeting proxy materials. These proxy access provisions of our bylaws provide, among other things, that a shareholder or group of up to ten shareholders seeking to include director candidates in our annual meeting proxy materials must own 3% or more of our outstanding Common Shares continuously for at least the previous three years. The number of shareholder-nominated candidates appearing in any of our annual meeting proxy materials cannot exceed 20% of the number of directors then serving on the Board. If 20% is not a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. Based on the current Board size of 13, two is the maximum number of proxy access candidates that we would be required to include in our 2019 proxy materials for the 2019 annual meeting. The nominating shareholder or group of shareholders also must deliver the information required by our bylaws, and each nominee must meet the qualifications required by our bylaws.

Shareholder requests to nominate directors or to bring any other matter before our 2019 annual shareholders’ meeting, whether or not they wish to include their candidate or proposal in our proxy materials, must be received by our Secretary by the deadlines specified in “Other Matters — Deadlines for Submitting Shareholder Nominations and Proposals for the 2019 Annual Meeting.”

The summaries above of the advance notification and proxy access provisions of our bylaws are qualified in their entirety by reference to the full text of Section 5 of Article IV of our bylaws. You may obtain a full copy of our bylaws by reviewing our reports filed with the SEC, by accessing our website at www.centurylink.com, or by contacting our Secretary in the manner specified below under “Other Matters.”

ITEM NO. 1 – ELECTION OF DIRECTORS

How Our Board is Selected and Elected

As part of its 2019 evaluation process, our Nominating Committee engaged a nationally recognized third-party governance consultant to assist with our Board and committee evaluation process. After the independent third-party distilled the information and perspectives gathered during interviews and surveys, it presented findings to the Nominating Committee and Board for review and discussion. This year’s evaluation process, combined with shareholder input and third-party guidance, led to governance changes we believe strengthened the Board and its practices, including Board and committee composition. Specifically, the Board evaluated and refined our director skills and experience qualifications criteria to meet the current and anticipated needs of the business. Results of the process, including a review of contributions and performance of each director, are used by the Nominating Committee when considering whether to nominate such director forre-election to the Board.

New directors participate in an orientation which familiarizes them with the Company’s business, operations, strategies, and corporate governance practices, and assists them in developing Company and industry knowledge to optimize their service on the Board. The onboarding process includes meetings with members of our management team to accelerate new directors’ ability to effectively and fully discharge their responsibilities.

We encourage directors to participate in continuing education programs focused on our business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors. We reimburse directors for their expenses associated with this participation. We encourage our directors to participate in nationally recognized governance organizations, including the National Association of Corporate Directors (“NACD”) and G100. We provide continuing director education during Board and committee meetings and other Board discussions as part of the formal meetings which fromtime-to-time include presentations from third parties.

Director Independence

We believe that director independence enhances the Board’s ability to provide oversight of our strategy, long-term planning and risk oversight, among other responsibilities. As a result, our Board evaluates the independence of each director nominee on an annual basis, using standards required by the SEC, NYSE and our Corporate Governance Guidelines. Consistent with these standards, the Board reviewed all relationships between the Company and each director based upon detailed written submissions by each director nominee and the volume of business transacted by us, either as a service provider or customer, with other companies with which our directors are employed or affiliated. Following its review, the Board affirmatively determined that all of our director nominees are independent other than Mr. Storey. Mr. Storey is not independent because he is CenturyLink’s President and CEO.

How Our Board is Organized

Board Leadership Structure

The Nominating Committee periodically reviews the Board’s leadership structure and, when appropriate, recommends leadership structural changes, taking into consideration the needs of the Board and the Nominating Committee considersCompany at such time.

Mr. Perry, who announced his retirement plans in December 2019, currently serves asnon-executive Chairman of our Board and Mr. Hanks serves as our Board’s Vice Chairman and Lead Outside Director. As Chairman, Mr. Perry presides over meetings of the qualifications of incumbent directorsBoard, oversees the management, development and consults with other membersfunctioning of the Board, and senior management.performs additional duties as the Board determines. As Vice Chairman and Lead Outside Director, Mr. Hanks coordinates and develops the agenda for each meeting ofnon-management directors and serves as the conduit for information management believes is necessary for thenon-management directors to perform their duties effectively and responsibly. In addition,that regard, he also provides guidance to the Nominating Committee seeks candidates committed to representingCEO on the interestsquality, quantity, and timeliness of all shareholders and notthe flow of information, with the understanding that thenon-management directors will receive any particular constituency. The Nominating Committee believes this flexible approach enables it to respond to changes causedinformation requested on their behalf by director vacancies and industry developments.the Lead Outside Director.

ITEM NO. 1 – ELECTION OF DIRECTORS

How Our Board is Organized

Lead Outside Director if the Nominating Committee has sought individuals who possess skill and experience in a diverse range of fields. The Nominating Committee also has sought a mix of individuals from inside and outside of the communications industry. The table above listing biographical data about our directors includes a listing of the key qualifications, experiences and skills that the Nominating Committee and Board reviewed in connection with nominating orre-nominating them for service on the Board.Chairman is not an independent director. In light of our current business and operations, we believe the following skills and experience are particularly important:

In connectionBoard’s plans to replace Mr. Perry with determining the current composition ofan independent director, there will be no subsequent need to maintain a Lead Outside Director, although the Board the Nominating Committee has assessed the diverse range of skills and experience of our directors outlined above, coupled with the judgment that each has exhibited and the knowledge of our operations that each has acquired in connection with their service on the Board. Although it does not have a formal diversity policy, the Nominating Committee believes that our directors possess a diverse range of backgrounds, perspectives, skills and experiences.

Although we do not have a history of receiving director nominations from shareholders, the Nominating Committee envisions that it would evaluate any such candidate on the same termsintends to continue to retain Mr. Hanks as other proposed nominees, but would place a substantial premium on retaining incumbent directors who are familiar with our management, operations, business, industry, strategies and competitive position, and who have previously demonstrated a proven ability to provide valuable contributions to the Board and CenturyLink.

Compensation Setting Process

The Compensation Committee hires consulting firms to assist it in setting executive and director compensation. In June 2015, the Committee retained Meridian Compensation Partners, LLC, following a nationwide search to replaceHay Group, which advised the Committee for the previous six years. For additional information on the processes used by the Committee to set executive compensation, see “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation.”

Board’s Role in Overseeing Risk Management

Our Board oversees our Company’s risk management function, which is a coordinated effort among our business units, our senior leadership, our risk management personnel and our internal auditors. Our directors typically discharge their risk oversight responsibilities by having management provide periodic briefing and educational presentations. In some cases, including major new acquisitions, capital expenditures, product development or strategic investments, the full Board participates in risk oversight. In most cases involving

ITEM NO. 1 – ELECTION OF DIRECTORS

How Our Board is Organized

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ITEM NO. 1 – ELECTION OF DIRECTORS

How Our Board is Organized

Additional information on the roles and responsibilities of our committees is available in the committees’ respective charters, which can be obtained at our website athttp://www.CenturyLink.com/aboutus/governance.html.

Our Board’s Approach to Governance

Our Board is responsible for overseeing management, which is responsible for theday-to-day operations of the Company. The Board’s primary areas of focus includes selection of CenturyLink’s leadership, risk management oversight, strategy, long-range planning, capital allocation, corporate governance, and compliance. In addition, our Board evaluates management in its effectiveness in operating and achieving the objectives of the company. In carrying out this responsibility, our Board advises our senior management to help drive success for the long-term value creation for our shareholders. Our Board discusses and receives regular updates on a wide variety of matters affecting our business.

Corporate Governance Framework

The Board continuously reviews our governance practices and Board composition to ensure we are aligned with the interests of our shareholders and continue to take actions that will enhance our ability to oversee the execution of strategies that drive value. In 2019, the Board approved the following changes to its Corporate Governance Guidelines:

Our Corporate Governance Guidelines, along with other governance documents including our Code of Conduct, Bylaws, and Board committee charters and other governance policies are available on our website athttp://www.centurylink.com/aboutus/governance.html.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Shareholder Engagement Program

Our formal governance engagement process includes members of management, as well as key representatives from our Board.

In 2019, our compensation program received the support of 41% of the total votes cast at our meeting. These results were disappointing and significantly below the support we have received in the past. In response to the vote, we reengaged with shareholders throughout the summer and fall, contacting shareholders representing 53% of our outstanding common stock and directly engaging with 47%, as well as the two largest proxy advisory firms. Our primary purpose for initiating these meetings was to listen to our shareholders, discuss proposed changes to our compensation plans and obtain feedback on a series of other topics, including board composition, corporate governance, strategy, performance, ESG initiatives and human capital management.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Shareholder Engagement Program

During the fall of 2019, each of the shareholder and proxy advisory firm meetings was attended by the Chair of our Human Resources and Compensation Committee, and most were also attended by our Chairman, along with members of our senior management team. The input we received was shared with the members of the Board who did not directly engage in our outreach process. The chart below summarizes this feedback from our shareholders and our response: