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Lumen Technologies, Inc. Proxy Solicitation & Information Statement 2016

Apr 5, 2016

30915_rns_2016-04-05_133789fd-d509-4948-802d-fb78cd2cfb94.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d129154ddefa14a.htm 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 x 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
x 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):
x 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 18, 2016

| CENTURYLINK, INC. | Meeting Information Meeting Type: Annual Meeting For holders as of: March 30, 2016 Date: May 18,
2016 Time: 10:00 AM CDT | |
| --- | --- | --- |
| ● | Location: | Corporate Conference Room CenturyLink Headquarters 100 CenturyLink Drive Monroe, LA 71203 |
| | You are receiving this communication because you hold shares in
the above named company. 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 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: 1. Notice & Proxy Statement
2. Annual Report How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com . 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* : [email protected] * 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 (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 04, 2016 to facilitate timely delivery.
— How To
Vote — Please Choose One of the Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy .” To do so,
please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. 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.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information
that is printed in the box marked by the arrow available and follow the instructions. Vote
By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. Internal Use Only

| Voting items |
| --- |
| The Board of Directors recommends that you vote FOR the following: |
| 1. Election of Directors |
| Nominees |
| 01 Martha H.
Bejar 02 Virginia Boulet 03 Peter C. Brown 04 W. Bruce Hanks 05 Mary L.
Landrieu |
| 06 Gergory J. McCray 07 William A.
Owens 08 Harvey P. Perry 09 Glen F. Post, III 10 Michael J. Roberts |
| 11 Laurie A. Siegel |
| The Board of Directors recommends you vote FOR the following
proposal(s): |
| 2 Ratify the appointment of KPMG LLP as our independent auditor for 2016. |
| 3 Approve an amendment to our 2011 Equity Incentive Plan. |
| 4 Advisory vote to approve our executive compensation. |
| The Board of
Directors recommends you vote AGAINST the following proposal(s): |
| 5 Shareholder proposal regarding our equity retention policies. |
| 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. |

Reserved for Broadridge Internal Control Information

Voting Instructions

THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
Broadridge Internal Use Only
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Job # Envelope # Sequence # # of #
Sequence #