| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory. |
(e) On May 17, 2023, Lumen Technologies, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved the Second Amended and Restated 2018 Equity Incentive Plan (the “Amended Plan”). Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards under the Amended Plan. Awards may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of our common stock. The terms of the Amended Plan are generally consistent with the previous amended and restated version of the Company’s 2018 Equity Incentive Plan, except that the Amended Plan increases the maximum number of common shares reserved for issuance thereunder to 77,600,000, which reflects an increase of 2,000,000 common shares, and removes an annual limit on the maximum number of common shares covered by any award granted under the Amended Plan to any individual.
A description of the principal features of the Amended Plan can be found under Item 3 in our definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission on April 5, 2023, which description is incorporated herein by reference. The foregoing description of the Amended Plan is not complete and is subject to, and qualified in its entirety by reference to, the full text of such plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 17, 2023, the Board of Directors of the Company approved and adopted an amendment and restatement of the Company’s Amended and Restated By-Laws (as amended and restated, the “Restated Bylaws”), effective immediately. Among other changes, the Restated Bylaws
| | • | | update the procedural requirements for director nominations made by shareholders to address Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (principally Sections 5.1(c)(i)(E), 5.1(d) and 9.1 of Article IV), |
| | • | | update the disclosure requirements under the Company’s advance notification bylaw provisions (principally Section 5.1(c)(i)(B)(10) of Article IV) and |
| | • | | effect certain other ministerial, clarifying, modernizing or conforming changes (principally in subsections (b), (c)(i)(A) and (c)(i)(B)(6) of Section 5.1 of Article IV and subsections (e), (f), (g), (h) and (i) of Section 5.4 of Article IV). |
The foregoing description of the Restated Bylaws is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Restated Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting held on May 17, 2023, the items listed below were submitted to a vote of shareholders.
There were a total of 982,221,404 shares (consisting of 982,214,386 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 23, 2023, the record date for the meeting, of which 758,879,589 shares were present or represented by proxy.
(1) The following nominees were elected to serve on the Board of Directors:
| | | | | | | | | | | | | | | | |
Name of Nominee | | Votes Cast For | | | Votes Cast
Against | | | Abstentions | | | Broker
Non-Votes | |
Quincy L. Allen | | | 493,241,985 | | | | 54,193,998 | | | | 7,079,281 | | | | 204,364,325 | |
Martha Helena Bejar | | | 465,101,574 | | | | 82,536,366 | | | | 6,877,324 | | | | 204,364,325 | |
Peter C. Brown | | | 472,770,466 | | | | 74,630,834 | | | | 7,113,964 | | | | 204,364,325 | |
Kevin P. Chilton | | | 490,172,236 | | | | 57,394,240 | | | | 6,948,788 | | | | 204,364,325 | |
Steven T. “Terry” Clontz | | | 487,578,352 | | | | 59,786,059 | | | | 7,150,853 | | | | 204,364,325 | |
T. Michael Glenn | | | 515,925,995 | | | | 31,498,075 | | | | 7,091,194 | | | | 204,364,325 | |
Kate Johnson | | | 492,921,639 | | | | 54,825,180 | | | | 6,768,445 | | | | 204,364,325 | |
Hal Stanley Jones | | | 526,069,756 | | | | 21,325,293 | | | | 7,120,215 | | | | 204,364,325 | |
Michael Roberts | | | 468,555,303 | | | | 78,786,864 | | | | 7,173,097 | | | | 204,364,325 | |
Laurie Siegel | | | 463,463,012 | | | | 84,114,151 | | | | 6,938,101 | | | | 204,364,325 | |
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