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Section 1: DEFA14A (DEFA14A)

DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

CENTURYLINK, INC.
(Name of registrant as specified in its charter)
        
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

   

 

  (2)  

Aggregate number of securities to which transaction applies:

   

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

   

 

  (4)  

Proposed maximum aggregate value of transaction:

   

 

  (5)   Total fee paid:
        
   

 

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

   

 

  (2)  

Form, Schedule or Registration Statement No.:

   

 

  (3)  

Filing Party:

   

 

  (4)  

Date Filed:

   

 

 

 

 


*** Exercise Your Right to Vote ***  
Important Notice Regarding the Availability of Proxy Materials for the  

Shareholder Meeting to Be Held on May 22, 2019.

 

 
     

 

Meeting Information

 

Meeting Type:               Annual Meeting

 

For holders as of:         March 28, 2019

 

Date:    May 22, 2019              Time: 10:00 AM CDT

   
CENTURYLINK, INC.        
         
       

 

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CENTURYLINK, INC.

100 CENTURYLINK DRIVE

MONROE, LA 71203

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Location:

  

 

CenturyLink Auditorium

CenturyLink Headquarters

   
         100 CenturyLink Drive    
          

Monroe, LA 71203

 

   
       
   

 

You are receiving this communication because you hold shares in the company named above.

   

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

   

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

     

See the reverse side of this notice to obtain proxy materials and voting instructions.


     Before You Vote  
    

    How to Access the Proxy Materials

 

 
          
    

Proxy Materials Available to VIEW or RECEIVE:

   
    

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

   
   
    

How to View Online:

   
    

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

   
   
    

How to Request and Receive a PAPER or E-MAIL Copy:

   
    

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   
    

1) BY INTERNET:         www.proxyvote.com

   
    

2) BY TELEPHONE:     1-800-579-1639

   
    

3) BY E-MAIL*:              sendmaterial@proxyvote.com

 

   
    

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 8, 2019 to facilitate timely delivery.

 

   
      
    

How To Vote                                                  LOGO

  Please Choose One of the Following Voting Methods

 

 
 
          
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

   
    

Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

   
    

Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card and instructions on how to vote by telephone.

 

   
    

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com.

 

   
      


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Voting Items

The Board of Directors recommends you vote FOR the following:

1.      Elect 13 directors.
     1a.    Martha H. Bejar
     1b.    Virginia Boulet
     1c.    Peter C. Brown
     1d.    Kevin P. Chilton
     1e.    Steven T. Clontz
     1f.    T. Michael Glenn
     1g.    W. Bruce Hanks
     1h.    Mary L. Landrieu
     1i.    Harvey P. Perry
     1j.    Glen F. Post, III
     1k.    Michael J. Roberts
     1l.    Laurie A. Siegel
     1m.    Jeffrey K. Storey

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

 

2.

Ratify the appointment of KPMG LLP as our independent auditor for 2019.

 

3.

Amend our Articles of Incorporation to increase our authorized shares of common stock.

 

4.

Ratify our NOL Rights Plan.

 

5.

Advisory vote to approve our executive compensation.

The Board of Directors recommends you vote AGAINST proposal 6.

 

6.

Shareholder proposal regarding our lobbying activities, if properly presented at the meeting.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof. If you plan to attend the meeting and would like directions, please visit our website, http://ir.centurylink.com.

 
 


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