Form 8-K CENTURYLINK, INC For: Nov 16

 

 

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):

November 16, 2015

 

 

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)

 

 

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))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective November 16, 2015, the Board of Directors (the “Board”) of CenturyLink, Inc. (the “Company”) increased its size from 12 to 13 members and, on the recommendation of its Nominating and Corporate Governance Committee, appointed Mary L. Landrieu to fill the resulting vacancy effective immediately.

Ms. Landrieu, age 59, served as a Louisiana state representative (1980-1988) and state treasurer (1988-1996) before serving in the U.S. Senate from 1996-2014.

Although Ms. Landrieu has not yet been appointed to serve on any Board committee, the Board expects to do so as part of their regular 2016 committee assessment and appointment process.

Ms. Landrieu will participate in the Company’s standard outside director compensation program described in the Company’s 2015 proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2015. It is currently anticipated that Ms. Landrieu will receive her initial grant of restricted stock when outside director equity grants are made under the program following the 2016 annual shareholders meeting. In addition, Ms. Landrieu is expected to execute the Company’s form of indemnification agreement, a copy of which has been filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, as filed with the SEC on August 7, 2009.

On November 16, 2015, the Company issued a press release announcing the appointment of Ms. Landrieu to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.

 

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.

 

2

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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.

 

Dated: November 16, 2015

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Exhibit Index

 

Exhibit No.		Description
99.1		Press release dated November 16, 2015 announcing the appointment of Mary L. Landrieu to the board of directors.

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE:		FOR MORE INFORMATION CONTACT:
Nov. 16, 2015		Annmarie Sartor, 318-388-9671 [email protected]

Former U.S. Senator Mary Landrieu joins CenturyLink Board of Directors

MONROE, La. – CenturyLink, Inc. (NYSE: CTL) today announced it has appointed former U.S. Sen. Mary Landrieu, D-La., age 59, to its board of directors, effective immediately. Landrieu’s appointment expands the board to 13 directors, filling a seat vacated by Fred Nichols who passed away earlier this year. Landrieu has not initially been appointed to serve on any board committee, but the board expects to do so as part of their regular 2016 committee assessment and appointment process.

“We are pleased to welcome Mary to CenturyLink’s board of directors and look forward to the unique perspective and expertise she will bring to the table,” said CenturyLink Chairman of the Board Bill Owens.

Landrieu received her baccalaureate degree from Louisiana State University. She formerly served as a La. state representative (1980-1988) and state treasurer (1988-1996) before serving in the U.S Senate from 1996-2014.

“Mary has been a long-time supporter and advocate for CenturyLink and has worked with us over the years on important issues that impact our business,” said Glen Post, CenturyLink CEO and president. “I am confident she will be a valuable asset to our company as we continue to transform our business to meet competitive challenges and to better serve customers.”

“CenturyLink is a true Louisiana success story and I appreciate the opportunity to be a part of this dynamic organization,” Landrieu said. “It’s been a thrill to watch it grow from a rural telephone provider to a global technology company, and I look forward to working with fellow members of the board and management to help it continue to grow in the future.”

About CenturyLink

CenturyLink (NYSE: CTL) is a global communications, hosting, cloud and IT services company enabling millions of customers to transform their businesses and their lives through innovative technology solutions. CenturyLink offers network and data systems management, Big Data analytics and IT consulting, and operates more than 55 data centers in North America, Europe and Asia. The company provides broadband, voice, video, data and managed services over a robust 250,000-route-mile U.S. fiber network and a 300,000-route-mile international transport network. Visit CenturyLink for more information.

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