UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM8-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 22, 2019
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) |
Registrant’s telephone number, including area code: (318)388-9000
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Common Stock, par value $1.00 per share | CTL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item. 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 22, 2019, CenturyLink, Inc. (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders voted to, among other things, approve an amendment to the Company’s articles of incorporation, as amended (the “articles of incorporation”), to increase the number of the Company’s authorized shares of common stock from 1,600,000,000 to 2,200,000,000. Following approval by the shareholders, on May 22, 2019, the Company filed articles of amendment to the articles of incorporation with the Secretary of State of Louisiana reflecting such amendment.
The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the amendment to the Company’s articles of incorporation, which is filed as Exhibit 3.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) At the Annual Meeting (referred to in Item 5.03 above), there were a total of 1,090,467,932 shares entitled to vote (consisting of 1,090,460,914 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class), of which 951,119,801 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 13 directors to serve until the Company’s 2020 annual meeting of shareholders, based on the following vote:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Martha H. Bejar | 670,356,541 | 22,595,977 | 2,589,514 | 255,577,769 | ||||||||||||
Virginia Boulet | 605,669,116 | 87,390,435 | 2,482,481 | 255,577,769 | ||||||||||||
Peter C. Brown | 639,139,343 | 53,494,902 | 2,907,787 | 255,577,769 | ||||||||||||
Kevin P. Chilton | 674,910,993 | 17,932,262 | 2,698,777 | 255,577,769 | ||||||||||||
Steven T. Clontz | 668,570,259 | 24,243,263 | 2,728,510 | 255,577,769 | ||||||||||||
T. Michael Glenn | 672,744,092 | 20,092,209 | 2,705,731 | 255,577,769 | ||||||||||||
W. Bruce Hanks | 626,019,696 | 66,813,737 | 2,708,599 | 255,577,769 | ||||||||||||
Mary L. Landrieu | 637,382,605 | 55,711,153 | 2,448,274 | 255,577,769 | ||||||||||||
Harvey P. Perry | 639,512,895 | 53,244,697 | 2,784,440 | 255,577,769 | ||||||||||||
Glen F. Post, III | 631,367,463 | 61,700,245 | 2,474,324 | 255,577,769 | ||||||||||||
Michael J. Roberts | 650,400,548 | 42,421,226 | 2,720,258 | 255,577,769 | ||||||||||||
Laurie A. Siegel | 632,323,016 | 60,616,199 | 2,602,817 | 255,577,769 | ||||||||||||
Jeffrey K. Storey | 677,539,885 | 15,569,740 | 2,432,407 | 255,577,769 |
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Proposal 2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2019, based on the following vote:
For | 853,045,813 | |||
Against | 94,030,672 | |||
Abstain | 4,043,316 | |||
Brokernon-votes | N/A |
Proposal 3. As described further in Item 5.03 above, shareholders approved an amendment to the Company’s articles of incorporation to increase the number of shares of authorized stock, based on the following vote:
For | 876,847,396 | |||
Against | 68,331,158 | |||
Abstain | 5,941,247 | |||
Brokernon-votes | 0 | * |
Proposal 4. Shareholders ratified the Company’s Amended and Restated Section 382 Rights Agreement (as filed with the Securities and Exchange Commission on May 10, 2019), based on the following vote:
For | 622,869,563 | |||
Against | 67,556,131 | |||
Abstain | 5,116,338 | |||
Brokernon-votes | 255,577,769 |
Proposal 5. Shareholders did not approve, 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 | 269,338,005 | |||
Against | 394,384,690 | |||
Abstain | 31,819,337 | |||
Brokernon-votes | 255,577,769 |
Proposal 6. Shareholders rejected a shareholder proposal regarding lobbying activities, based on the following vote:
For | 246,487,367 | |||
Against | 434,595,197 | |||
Abstain | 14,459,468 | |||
Brokernon-votes | 255,577,769 |
* | As reported by the Company’s inspector of election. |
Item 9.01. | Financial Statements and Exhibits. |
The following exhibit is filed with this Current Report on Form8-K:
Exhibit | Description | |
3.1 | Articles of Amendment of Articles of Incorporation increasing the authorized shares of common stock, dated as of May 22, 2019. |
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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, General Counsel and Secretary |
Dated: May 22, 2019