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 22, 2013

 

 

 

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Louisiana		1-7784		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

(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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

At our 2013 annual meeting of shareholders (the “Annual Meeting”) held on May 22, 2013, shareholders present in person or represented by proxy voted on the matters described below. There were 614,610,015 shares entitled to be voted at the Annual Meeting, of which 541,066,872 shares were present or represented for purposes of constituting a quorum. At the Annual Meeting, the Company’s shareholders (1) elected the eight persons listed below to serve as our directors for one-year terms, (2) ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2013, (3) approved, on an advisory basis, the compensation of our named executive officers, (4) did not approve a shareholder proposal regarding equity retention, (5) did not approve a shareholder proposal regarding bonus deferrals, (6) approved a shareholder proposal regarding proxy access and (7) did not approve a shareholder proposal regarding confidential voting. You can find additional information about each of these matters in our Proxy Statement dated April 9, 2013.

Our independent judge of election reported the vote of shareholders as follows:

 

1.

Elect eight directors to serve until 2013

 

Nominees		For				Withheld				Broker Non-Votes
W. Bruce Hanks			389,713,260				9,749,048				141,604,564
C. G. Melville, Jr.			391,485,728				7,976,580				141,604,564
Fred R. Nichols			393,819,584				5,642,724				141,604,564
William A. Owens			392,087,936				7,374,372				141,604,564
Harvey P. Perry			392,513,449				6,948,859				141,604,564
Glen F. Post, III			393,300,712				6,161,596				141,604,564
Laurie A. Siegel			394,268,887				5,193,421				141,604,564
Joseph R. Zimmel			392,070,224				7,392,084				141,604,564

The other directors whose terms continued after the meeting are: Virginia Boulet; Peter C. Brown; Richard A. Gephardt; Gregory J. McCray; and Michael J. Roberts.

 

2.

Ratify the appointment of KPMG LLP as our independent auditor for 2013

 

For			506,960,032
Against			32,203,989
Abstain			1,902,851
Broker non-votes			N/A

 

3.

Approve, on a non-binding and advisory basis, the overall compensation of our named executive officers

 

For			378,831,676
Against			17,619,290
Abstain			3,010,340
Broker non-votes			141,605,566

 

4(a).

Shareholder proposal regarding equity retention

 

For			106,299,970
Against			288,456,948
Abstain			4,704,275
Broker non-votes			141,605,679

 

4(b).

Shareholder proposal regarding bonus deferrals

 

For			99,593,083
Against			293,898,839
Abstain			5,970,386
Broker non-votes			141,604,564

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4(c).

Shareholder proposal regarding proxy access

 

For			280,475,528
Against			111,586,345
Abstain			7,400,322
Broker non-votes			141,604,677

 

4(d).

Shareholder proposal regarding confidential voting

 

For			165,820,767
Against			226,706,163
Abstain			6,935,265
Broker non-votes			141,604,677

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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.

 

Dated: May 28, 2013