Lumen Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Telecommunications Equipment
Telecommunications
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
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting held on May 13, 2025, the items listed below were submitted to a vote of shareholders.
There were a total of 1,025,106,366 shares (consisting of 1,025,099,348 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 19, 2025, the record date for the meeting, of which 817,658,725 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 | 646,647,924 | 17,229,789 | 2,645,949 | 151,135,063 | ||||||||||||||||||||||
| Martha Helena Béjar | 648,491,016 | 15,721,046 | 2,311,600 | 151,135,063 | ||||||||||||||||||||||
| Christopher Capossela | 652,631,991 | 11,558,636 | 2,333,035 | 151,135,063 | ||||||||||||||||||||||
| Kevin P. Chilton | 652,426,630 | 11,739,029 | 2,358,003 | 151,135,063 | ||||||||||||||||||||||
| James Fowler | 652,897,019 | 11,295,493 | 2,331,150 | 151,135,063 | ||||||||||||||||||||||
| T. Michael Glenn | 652,235,502 | 11,997,412 | 2,290,748 | 151,135,063 | ||||||||||||||||||||||
| Michelle J. Goldberg | 652,343,240 | 11,773,421 | 2,407,001 | 151,135,063 | ||||||||||||||||||||||
| Kate Johnson | 653,396,616 | 11,368,549 | 1,758,497 | 151,135,063 | ||||||||||||||||||||||
| Hal Stanley Jones | 652,044,658 | 12,089,586 | 2,389,418 | 151,135,063 | ||||||||||||||||||||||
| Diankha Linear | 650,197,281 | 13,666,438 | 2,659,943 | 151,135,063 | ||||||||||||||||||||||
| Stephen McMillan | 652,165,443 | 11,931,928 | 2,426,291 | 151,135,063 | ||||||||||||||||||||||
(2) The appointment of KPMG LLP as independent auditor for 2025 was ratified with 791,825,482 votes for, 23,659,293 votes against, 2,173,950 abstentions, and no broker non-votes.
(3) A proposed amendment to our Articles of Incorporation, at the discretion of our Chief Executive Officer and Chief Financial Officer, in consultation with the Board, to effect a reverse stock split within a range between and including one-for-two (1:2) and one-for-fifteen (1:15) (a “Reverse Stock Split”), together with a related proportionate reduction in the number of our authorized shares of common stock, was approved with 770,355,932 votes for, 44,419,703 votes against, 2,883,090 abstentions, and no broker non-votes.
(4) Proposed technical amendments to our Articles of Incorporation were approved as follows:
(a) An amendment to update references to Louisiana’s prior corporate statute, superseded in 2015, was approved with 792,172,726 votes for, 19,716,399 votes against, 5,769,600 abstentions, and no broker non-votes.
(b) An amendment to clarify the manner of electing directors was approved with 653,595,353 votes for, 10,460,245 votes against, 2,468,064 abstentions, and 151,135,063 broker non-votes.
(c) An amendment to lower the ownership threshold necessary for shareholders to call a special meeting from a majority of the total voting power to 25% was approved with 651,391,434 votes for, 12,888,850 votes against, 2,243,378 abstentions, and 151,135,063 broker non-votes.
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(d) An amendment to remove all references to our transition to an unstaggered board was approved with 794,152,078 votes for, 18,118,415 votes against, 5,388,232 abstentions, and no broker non-votes.
(5) The advisory vote to approve our executive compensation was approved with 631,911,470 votes for, 31,028,366 votes against, 3,583,826 abstentions, and 151,135,063 broker non-votes.
(6) The shareholder proposal to adopt simple majority voting on matters submitted to shareholders for a vote was approved with 614,621,581 votes for, 18,098,476 votes against, 27,443,361 abstentions, 6,360,244 unvoted, and 151,135,063 broker non-votes.
As a result of the shareholders’ approval of Item 3 above, the Company is now authorized, on the terms described, to implement a Reverse Stock Split at any time prior to the one-year anniversary of the date shareholder approval was received, or May 13, 2026. The Company will continue to consider whether and when to effect a Reverse Stock Split that is in the best interest of the Company and its shareholders.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “expects,” “anticipates,” “will,” “plans” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.
| LUMEN TECHNOLOGIES, INC. | ||||||||
| Dated: May 15, 2025 | By: | /s/ Chris Stansbury | ||||||
| Chris Stansbury | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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