Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory. |
On May 15, 2024, Lumen Technologies, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved the Company’s 2024 Equity Incentive Plan (the “Plan”). The Plan authorizes the issuance of up to 43,000,000 shares of the Company’s common stock (subject to adjustment, including in connection with any Reverse Stock Split that may be implemented pursuant to the authorization described in Item 5.07 below), plus any shares of common stock subject to incentives previously granted under the Company’s predecessor 2018 equity incentive plan that expire or are subsequently cancelled or forfeited prior to their exercise or realization. Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards under the Plan. Awards may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of our common stock.
The Human Resources and Compensation Committee of the Company’s Board of Directors (the “Board”) will generally administer the Plan and has authority to make awards under the Plan and to set the terms of the awards. The Plan may be amended or discontinued at any time by the Board, subject to the requirement that certain amendments may not be made without shareholder approval. Unless terminated sooner, no awards will be made under the Plan after May 15, 2034.
A description of the principal features of the Plan can be found under Item 3 in the Company’s definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 5, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The foregoing description of the Plan is not complete and is subject to, and qualified in its entirety by reference to, the full text of such plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting held on May 15, 2024, the items listed below were submitted to a vote of shareholders.
There were a total of 986,152,129 shares (consisting of 986,145,111 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class) entitled to be voted as of March 21, 2024, the record date for the meeting, of which 715,878,953 shares were present or represented by proxy.
(1) |
The following nominees were elected to serve on the Board of Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Nominee |
|
Votes Cast For |
|
|
Votes Cast Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
Quincy L. Allen |
|
|
500,787,673 |
|
|
|
17,076,412 |
|
|
|
2,932,149 |
|
|
|
195,082,719 |
|
Martha Helena Bejar |
|
|
480,704,155 |
|
|
|
37,256,165 |
|
|
|
2,835,914 |
|
|
|
195,082,719 |
|
Peter C. Brown |
|
|
495,327,820 |
|
|
|
22,504,757 |
|
|
|
2,963,657 |
|
|
|
195,082,719 |
|
Kevin P. Chilton |
|
|
501,341,466 |
|
|
|
16,500,522 |
|
|
|
2,954,246 |
|
|
|
195,082,719 |
|
Steven T. “Terry” Clontz |
|
|
499,463,155 |
|
|
|
18,352,840 |
|
|
|
2,980,239 |
|
|
|
195,082,719 |
|
Jim Fowler |
|
|
503,712,740 |
|
|
|
13,995,667 |
|
|
|
3,087,827 |
|
|
|
195,082,719 |
|
T. Michael Glenn |
|
|
499,920,515 |
|
|
|
17,870,998 |
|
|
|
3,004,721 |
|
|
|
195,082,719 |
|
Kate Johnson |
|
|
503,115,600 |
|
|
|
15,000,946 |
|
|
|
2,679,688 |
|
|
|
195,082,719 |
|
Hal Stanley Jones |
|
|
500,974,425 |
|
|
|
16,817,972 |
|
|
|
3,003,837 |
|
|
|
195,082,719 |
|
Diankha Linear |
|
|
502,649,505 |
|
|
|
15,082,965 |
|
|
|
3,063,764 |
|
|
|
195,082,719 |
|
Laurie Siegel |
|
|
492,571,571 |
|
|
|
25,310,127 |
|
|
|
2,914,536 |
|
|
|
195,082,719 |
|
(2) |
The appointment of KPMG LLP as independent auditor for 2024 was ratified with 651,507,776 votes for, 57,824,290 votes against, 6,546,887 abstentions, and 0 broker non-votes. |
2