UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2010
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-15577 |
| 84-1339282 |
(Commission File Number) |
| (IRS Employer Identification No.) |
|
|
|
1801 California Street, Denver, Colorado |
| 80202 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(303) 992-1400
(Registrant’s 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Qwest Communications International Inc. (“Qwest” or “we” or “us” or “our”) held its 2010 annual meeting of stockholders on May 12, 2010. At the meeting, stockholders present in person or by proxy voted on the matters described below.
1. Stockholders elected each of the 12 directors named below to our Board of Directors (our “Board”) to hold office until the annual meeting of stockholders in 2011 and until his or her successor is elected and qualified, based on the following votes:
|
| Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
Charles L. Biggs |
| 1,295,478,763 |
| 17,810,239 |
| 5,275,472 |
| 151,396,643 |
|
K. Dane Brooksher |
| 1,295,272,523 |
| 17,930,217 |
| 5,361,734 |
| 151,396,643 |
|
Peter S. Hellman |
| 1,288,843,172 |
| 24,441,896 |
| 5,279,406 |
| 151,396,643 |
|
R. David Hoover |
| 1,005,929,640 |
| 307,186,152 |
| 5,448,682 |
| 151,396,643 |
|
Patrick J. Martin |
| 1,296,279,615 |
| 16,831,085 |
| 5,453,774 |
| 151,396,643 |
|
Caroline Matthews |
| 1,296,114,694 |
| 16,883,543 |
| 5,566,237 |
| 151,396,643 |
|
Edward A. Mueller |
| 1,260,761,191 |
| 52,530,488 |
| 5,272,795 |
| 151,396,643 |
|
Wayne W. Murdy |
| 1,290,370,331 |
| 22,710,969 |
| 5,483,174 |
| 151,396,643 |
|
Jan L. Murley |
| 1,263,853,130 |
| 49,231,316 |
| 5,480,028 |
| 151,396,643 |
|
Michael J. Roberts |
| 1,288,995,733 |
| 24,089,282 |
| 5,479,459 |
| 151,396,643 |
|
James A. Unruh |
| 1,276,839,507 |
| 36,236,801 |
| 5,488,166 |
| 151,396,643 |
|
Anthony Welters |
| 1,264,252,482 |
| 48,600,524 |
| 5,711,468 |
| 151,396,643 |
|
2. Stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2010, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
1,441,507,829 |
| 24,567,555 |
| 3,885,733 |
| N/A |
|
3. Stockholders approved an amendment to our Employee Stock Purchase Plan, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
1,294,401,482 |
| 20,268,704 |
| 3,894,288 |
| 151,396,643 |
|
4. Stockholders rejected a stockholder proposal requesting that our Board adopt a policy limiting the circumstances under which performance shares granted to executives vest and become payable, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
92,385,687 |
| 1,201,338,330 |
| 24,840,457 |
| 151,396,643 |
|
5. Stockholders rejected a stockholder proposal urging our Board to adopt a policy that stockholders have the opportunity at each annual meeting to vote on an advisory resolution proposed by management to approve certain compensation of our executives, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
411,149,644 |
| 671,318,390 |
| 236,096,440 |
| 151,396,643 |
|
6. Stockholders rejected a stockholder proposal requesting that our Board establish a policy of separating the roles of Chairman and Chief Executive Officer whenever possible, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
380,742,456 |
| 933,666,082 |
| 4,155,936 |
| 151,396,643 |
|
7. Stockholders approved a stockholder proposal requesting that our Board amend our bylaws to allow 10% or greater stockholders to call special meetings of stockholders, based on the following votes:
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
687,327,876 |
| 627,296,987 |
| 3,939,611 |
| 151,396,643 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| QWEST COMMUNICATIONS INTERNATIONAL INC. | ||
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DATE: | May 13, 2010 |
| By: | /s/ STEPHEN E. BRILZ |
|
| Name: | Stephen E. Brilz | |
|
| Title: | Vice President and Assistant Secretary |