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 24, 2017
ctllogoa01a07.jpg 
CenturyLink, 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)
 
 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 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))

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 o
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. o
 





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

(a)    CenturyLink, Inc. (the “Company”) held its annual meeting of shareholders on May 24, 2017 (the “Annual Meeting”). There were a total of 548,870,486 shares entitled to vote at the Annual Meeting (consisting of 548,863,468 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class), of which 485,844,657 shares were present or represented by proxy.
(b)    The Company’s independent inspector of election reported the vote of shareholders at the Annual Meeting as follows:
Proposal 1. Shareholders elected nine directors to serve until the Company’s 2018 annual meeting of shareholders, based on the following vote:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Martha H. Bejar
 
325,306,680
 
  8,491,676
 
152,046,301
Virginia Boulet
 
306,393,437
 
27,404,919
 
152,046,301
Peter C. Brown
 
325,280,591
 
  8,517,765
 
152,046,301
W. Bruce Hanks
 
315,098,465
 
18,699,891
 
152,046,301
Mary L. Landrieu
 
326,001,659
 
  7,796,697
 
152,046,301
Harvey P. Perry
 
324,788,938
 
  9,009,418
 
152,046,301
Glen F. Post, III
 
326,622,632
 
  7,175,724
 
152,046,301
Michael J. Roberts
 
326,953,412
 
  6,844,944
 
152,046,301
Laurie A. Siegel
 
326,952,820
 
  6,845,536
 
152,046,301

Proposal 2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2017, based on the following vote:
For
 
460,649,232

Against
 
23,078,774

Abstain
 
2,116,651

Broker non-votes
 
N/A


Proposal 3(a). Shareholders approved, on an advisory basis, the overall compensation of the Company’s named executive officers (the “say-on-pay” vote), based on the following vote:
For
 
289,616,573

Against
 
41,092,275

Abstain
 
3,089,508

Broker non-votes
 
152,046,301


Proposal 3(b). Shareholders recommended, in an advisory vote, that an advisory say-on-pay vote be held every one year, based on the following vote:
One Year
 
277,200,214

Two Years
 
2,623,477

Three Years
 
51,653,431

Abstain
 
2,321,234

Broker non-votes
 
152,046,301







Proposal 4(a). Shareholders rejected a shareholder proposal regarding equity retention, based on the following vote:
For
 
112,538,277
Against
 
215,562,144
Abstain
 
5,697,935
Broker non-votes
 
152,046,301

Proposal 4(b). Shareholders rejected a shareholder proposal regarding lobbying activities, based on the following votes:
For
 
88,987,933
Against
 
215,416,932
Abstain
 
29,393,491
Broker non-votes
 
152,046,301

Proposal 4(c). No vote was taken on this shareholder proposal, as it was withdrawn by its proponent, Friends Fiduciary Corporation, on April 19, 2017 (after the Company’s proxy statement was filed but prior to the Annual Meeting).
(d)    Consistent with its voting recommendation and the results of the shareholder vote on Proposal 3(b), the Board has determined that say-on-pay votes will continue to be held every year until the next say-on-frequency vote, which the Company expects to hold no later than its 2023 annual meeting of shareholders.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc., has duly caused this current report to be signed on its behalf by the undersigned officer hereunto duly authorized.
 
 
CenturyLink, Inc.
 
 
 
 
By:
/s/ Stacey W. Goff
 
 
Stacey W. Goff
 
 
Executive Vice President,
 
 
Chief Administrative Officer,
 
 
General Counsel and Secretary
 
 
 
Dated: May 31, 2017