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 19, 2021
Lumen Technologies, 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)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, par value $1.00 per share | LUMN | New York Stock Exchange | ||
Preferred Stock Purchase Rights | N/A | 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 (§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 ☐
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. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2021 Meeting of Shareholders of Lumen Technologies, Inc. held on May 19, 2021, the following items were submitted to a vote of shareholders.
There were a total of 1,105,588,627 shares (consisting of 1,105,581,609 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class) entitled to vote as of March 25, 2021, the record date for the meeting, of which 888,338,697 shares were present or represented by proxy.
(a) The following nominees were elected to serve on the Board of Directors:
Name of Nominee | Votes Cast For | Votes Cast Against | Abstentions | Non-Votes | ||||||||||||
Quincy L. Allen | 676,444,778 | 24,949,704 | 2,911,541 | 184,032,674 | ||||||||||||
Martha Helena Bejar | 562,334,133 | 139,869,132 | 2,102,758 | 184,032,674 | ||||||||||||
Peter C. Brown | 641,127,598 | 60,717,335 | 2,461,090 | 184,032,674 | ||||||||||||
Kevin P. Chilton | 686,466,031 | 15,064,700 | 2,775,292 | 184,032,674 | ||||||||||||
Steven T. “Terry” Clontz | 687,858,001 | 13,449,516 | 2,998,506 | 184,032,674 | ||||||||||||
T. Michael Glenn | 685,361,314 | 16,572,930 | 2,371,779 | 184,032,674 | ||||||||||||
W. Bruce Hanks | 630,525,991 | 71,045,021 | 2,735,011 | 184,032,674 | ||||||||||||
Hal Stanley Jones | 691,454,565 | 9,913,238 | 2,938,220 | 184,032,674 | ||||||||||||
Michael Roberts | 667,461,794 | 34,586,232 | 2,257,997 | 184,032,674 | ||||||||||||
Laurie Siegel | 656,570,174 | 45,644,750 | 2,091,099 | 184,032,674 | ||||||||||||
Jeffrey K. Storey | 688,503,915 | 13,768,108 | 2,034,000 | 184,032,674 |
(b) The appointment of KPMG LLP as independent auditor for 2021 was ratified with 826,894,858 votes for, 58,752,441 votes against, 2,691,398 abstentions, and 0 broker non-votes.
(c) The amendment of the Amended and Restated NOL Rights Plan (as filed with the Securities and Exchange Commission on November 25, 2020) was ratified with 628,728,239 votes for, 71,308,634 votes against, 4,269,150 abstentions, and 184,032,674 broker non-votes.
(d) The proposal regarding the advisory vote to approve executive compensation was approved with 639,802,818 votes for, 60,705,969 votes against, 3,797,236 abstentions, and 184,032,674 broker non-votes.
Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit No. | Description | |
Exhibit 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc., has duly caused this Current Report to be signed on its behalf by the undersigned officer hereunto duly authorized.
LUMEN TECHNOLOGIES, INC. | ||||||
Dated: May 20, 2021 | By: | /s/ Stacey W. Goff | ||||
Stacey W. Goff | ||||||
Executive Vice President, General Counsel and Secretary |
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