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 23, 2012
CenturyLink, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 1-7784 | 72-0651161 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 100 CenturyLink Drive | ||||
| Monroe, Louisiana | 71203 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(318) 388-9000
(Registrant’s 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 the 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At our 2012 annual meeting of shareholders (the “Annual Meeting”) held on May 23, 2012, shareholders present in person or represented by proxy voted on the matters described below. There were 621,244,882 shares entitled to be voted at the Annual Meeting, of which 549,446,506 shares were present or represented for purposes of constituting a quorum. At the Annual Meeting, the Company’s shareholders (1) approved the charter amendment to declassify our board of directors, (2) approved the charter amendment to increase our authorized shares of common stock from 800,000,000 to 1,600,000,000, (3) elected the four persons listed below to serve as our directors for one-year terms, (4) ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2012, (5) approved, on an advisory basis, the compensation of our named executive officers, (6) did not approve a shareholder proposal regarding bonus deferrals, (7) did not approve a shareholder proposal regarding performance-based restricted stock and (8) did not approve a shareholder proposal regarding political contributions reports. You can find additional information about each of these matters in our Proxy Statement dated April 10, 2012.
Our independent judge of election reported the vote of shareholders as follows:
1(a). Approve charter amendments to declassify our board of directors
| For |
418,348,477 | |||
| Against |
4,703,664 | |||
| Abstain |
1,291,437 | |||
| Broker non-votes |
125,102,928 |
1(b). Approve charter amendment to increase our authorized shares
| For |
497,291,172 | |||
| Against |
50,080,656 | |||
| Abstain |
2,074,678 | |||
| Broker non-votes |
N/A |
2. Elect four directors to serve until 2013
| Nominees |
For | Withheld | Broker Non-Votes | |||||||||
| Fred R. Nichols |
418,990,586 | 5,352,992 | 125,102,928 | |||||||||
| Harvey P. Perry |
417,331,559 | 7,012,019 | 125,102,928 | |||||||||
| Laurie A. Siegel |
419,447,462 | 4,896,116 | 125,102,928 | |||||||||
| Joseph R. Zimmel |
416,573,791 | 7,769,787 | 125,102,928 | |||||||||
The other directors whose terms continued after the meeting are: Virginia Boulet; Peter C. Brown; Richard A. Gephardt; W. Bruce Hanks; Gregory J. McCray; C. G. Melville, Jr.; William A. Owens; Glen F. Post, III; and Michael J. Roberts.
3. Ratify the appointment of KPMG LLP as our independent auditor for 2012
| For |
510,068,686 | |||
| Against |
38,028,877 | |||
| Abstain |
1,348,943 | |||
| Broker non-votes |
N/A |
4. Approve, on a non-binding and advisory basis, the overall compensation of our named executive officers
| For |
409,915,713 | |||
| Against |
12,433,205 | |||
| Abstain |
1,994,660 | |||
| Broker non-votes |
125,102,928 |
5(a). Shareholder proposal regarding bonus deferrals
| For |
122,404,825 | |||
| Against |
297,819,409 | |||
| Abstain |
4,119,344 | |||
| Broker non-votes |
125,102,928 |
5(b). Shareholder proposal regarding performance-based restricted stock
| For |
115,256,910 | |||
| Against |
305,009,484 | |||
| Abstain |
4,077,184 | |||
| Broker non-votes |
125,102,928 |
5(c). Shareholder proposal regarding disclosure of political contributions
| For |
160,187,225 | |||
| Against |
229,750,084 | |||
| Abstain |
34,406,269 | |||
| Broker non-votes |
125,102,928 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The exhibit to this current report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| CenturyLink, Inc. | ||||||
| By: | /s/ Stacey W. Goff | |||||
| Stacey W. Goff | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
Dated: May 30, 2012
Exhibit Index
| Exhibit No. |
Description | |
| 3.1* | Amended and Restated Articles of Incorporation of CenturyLink, Inc., dated as of May 23, 2012. | |
| * | Filed herewith. |