8-K
Lumen Technologies, Inc. (LUMN)
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 18, 2022
Lumen Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-7784 | 72-0651161 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 100 CenturyLink Drive<br> <br>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<br> <br>Symbol | Name of Each Exchange<br> <br>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 2022 Meeting of Shareholders of Lumen Technologies, Inc. held on May 18, 2022, the following items were submitted to a vote of shareholders.
There were a total of 1,011,100,605 shares (consisting of 1,011,093,587 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 24, 2022, the record date for the meeting, of which 800,341,951 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<br> <br>Against | Abstentions | Broker<br> <br>Non-Votes |
|---|---|---|---|---|
| Quincy L. Allen | 565,482,786 | 42,958,216 | 2,544,882 | 189,356,067 |
| Martha Helena Bejar | 480,781,497 | 127,968,987 | 2,235,400 | 189,356,067 |
| Peter C. Brown | 552,127,432 | 56,124,098 | 2,734,354 | 189,356,067 |
| Kevin P. Chilton | 563,731,005 | 44,737,356 | 2,517,523 | 189,356,067 |
| Steven T. “Terry” Clontz | 572,936,711 | 35,424,320 | 2,624,853 | 189,356,067 |
| T. Michael Glenn | 563,841,208 | 44,561,291 | 2,583,385 | 189,356,067 |
| W. Bruce Hanks | 542,335,590 | 66,220,094 | 2,430,200 | 189,356,067 |
| Hal Stanley Jones | 567,288,726 | 41,186,178 | 2,510,980 | 189,356,067 |
| Michael Roberts | 540,065,105 | 67,428,723 | 3,492,056 | 189,356,067 |
| Laurie Siegel | 546,659,804 | 61,890,589 | 2,435,491 | 189,356,067 |
| Jeffrey K. Storey | 568,343,643 | 40,350,710 | 2,291,531 | 189,356,067 |
(b) The appointment of KPMG LLP as independent auditor for 2022 was ratified with 724,901,534 votes for, 72,649,477 votes against, 2,790,940 abstentions, and 0 broker non-votes.
(c) The proposal regarding the advisory vote to approve executive compensation was approved with 495,435,509 votes for, 83,768,205 votes against, 31,782,170 abstentions, and 189,356,067 broker non-votes.
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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 19, 2022 | By: | /s/ Stacey W. Goff | |
| Stacey W. Goff | |||
| Executive Vice President, General Counsel and Secretary |
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