UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K/A-1

 

 

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, 2011

 

Level 3 Communications, Inc.
(Exact name of Registrant as specified in its charter)

 

Delaware

 

0-15658

 

47-0210602

(State or other

 

(Commission File

 

(IRS employer

jurisdiction of incorporation)

 

Number)

 

Identification No.)

 

1025 Eldorado Blvd., Broomfield, Colorado

 

80021

(Address of principal executive offices)

 

(Zip code)

 

720-888-1000
(Registrant’s telephone number including area code)

 

Not applicable
(Former name and 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))

 

 

 



 

Explanatory Note:

 

The information reported by Level 3 Communications, Inc. on its Form 8-K dated May 23, 2011, and filed with the Securities and Exchange Commission on May 23, 2011, regarding the voting results from Level 3’s 2011 annual meeting of stockholders is amended and restated to read in its entirety as set forth below.  This amendment is being filed solely to add the information required by Item 5.07(d) of Form 8-K as to Level 3’s decision regarding the frequency of which it will conduct an advisory vote on its executive compensation program for named executive officers, in light of the results of the stockholder vote on that matter reported in the original filing of the Form 8-K.

 

Item 5.07(a). Submission of Matters to a Vote of Security Holders.

 

Level 3 Communications, Inc. (“Level 3” or “we” or “us” or “our”) held its 2011 annual meeting of stockholders on May 20, 2010.  At the meeting, stockholders present in person or by proxy voted on the matters described below.  The votes noted below are the final voting results.

 

There were 1,700,999,659 shares of our common stock entitled to vote at the 2011 annual meeting and a total of 1,534,839,780 shares (90.23%) were represented at the meeting in person or by proxy.

 

1.              Election of Directors:  Stockholders elected each of the 14 directors named below to our Board of Directors (our “Board”) to hold office until the annual meeting of stockholders in 2012 or until his successor is elected and qualified, based on the following votes:

 

 

 

FOR

 

WITHHOLD

 

BROKER NON-VOTE

 

Walter Scott, Jr.

 

1,119,823,557

 

14,981,825

 

400,034,398

 

James Q. Crowe

 

1,118,080,714

 

16,724,668

 

400,034,398

 

R. Douglas Bradbury

 

1,114,428,268

 

20,377,114

 

400,034,398

 

Douglas C. Eby

 

1,113,937,255

 

20,868,127

 

400,034,398

 

Admiral James O. Ellis, Jr.

 

1,114,486,610

 

20,318,772

 

400,034,398

 

Richard R. Jaros

 

1,095,640,510

 

39,164,872

 

400,034,398

 

Robert E. Julian

 

1,113,808,807

 

20,996,575

 

400,034,398

 

Michael J. Mahoney

 

1,096,071,257

 

38,734,125

 

400,034,398

 

Rahul N. Merchant

 

1,114,818,492

 

19,986,890

 

400,034,398

 

Charles C. Miller, III

 

1,119,783,082

 

15,022,300

 

400,034,398

 

Arun Netravali

 

1,095,998,031

 

38,807,351

 

400,034,398

 

John T. Reed

 

1,075,142,713

 

59,662,669

 

400,034,398

 

Michael B. Yanney

 

1,118,964,202

 

15,841,180

 

400,034,398

 

Dr. Albert C. Yates

 

1,095,501,516

 

39,303,866

 

400,034,398

 

 

2.              To approve the granting to the Level 3 Board of Directors of discretionary authority to amend our restated certificate of incorporation to affect a reverse stock split at one of four ratios.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

1,462,654,685

 

69,120,418

 

3,064,677

 

0

 

3.              To approve the amendment of the Level 3 Communications, Inc. Stock Plan to increase the number of shares of our common stock, par value $.01 per share, that are reserved for issuance under the plan by 100 million.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

920,836,712

 

212,075,136

 

1,893,534

 

400,034,398

 

2



 

4.              To approve, on an advisory basis, the executive compensation program for our named executive officers.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

947,739,160

 

182,713,990

 

4,352,232

 

400,034,398

 

5.              To approve a proposal of the frequency in which our stockholders will conduct an advisory vote on the executive compensation program for our named executive officers.

 

1 YEAR

 

2 YEARS

 

3 YEARS

 

ABSTAIN

 

BROKER NON-VOTE

1,085,350,768

 

8,816,668

 

37,828,437

 

2,809,509

 

400,034,398

 

6.              To authorize the transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTE

1,214,520,039

 

283,743,357

 

36,576,384

 

0

 

Item 5.07(d). Submission of Matters to a Vote of Security Holders.

 

Consistent with the results set forth in item 5.07(a)(3) above, Level 3 has determined it will conduct an advisory vote on the executive compensation program for our named executive officers at each annual meeting of our stockholders.

 

Item 8.01. Other Matters

 

Attached as Exhibit 10.1 to this Current Report is the Level 3 Communications, Inc. Stock Plan, effective May 19, 2011.

 

Item 9.01. Financial Statements and Exhibits

 

(a)                              Financial Statements of Business Acquired

None

 

(b)                              Pro Forma Financial Information

None

 

(c)                               Shell Company Transactions

None

 

(d)                              Exhibits

 

10.1                        Level 3 Communications, Inc. Stock Plan, effective May 19, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 23, 2011).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

Level 3 Communications, Inc.

 

 

 

 

By:

/s/ Neil J. Eckstein

 

Neil J. Eckstein, Senior Vice President

 

Date:  August 4, 2011

 

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Exhibit Index

 

Exhibit

 

Description

 

 

 

10.1

 

Level 3 Communications, Inc. Stock Plan, effective May 19, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 23, 2011).

 

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