Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On December 28, 2019, Glen F. Post, III and Harvey P. Perry, both of whom
are members of the board of directors (the "Board") of CenturyLink, Inc. (the
"Company"), informed the Board that they would be retiring from the Board
immediately following the Company's 2020 Annual Meeting, which is currently
expected to occur in May 2020.
(d) On December 28, 2019, the Board, on the recommendation of its nominating
and corporate governance committee, voted to increase its size from 13 members
to 14 members and to appoint Hal Jones to fill the newly-created vacancy, with
each such action effective as of January 1, 2020. Mr. Jones was selected by the
Board from several director candidates put forth by Southeastern Asset
Management.
Although Mr. Jones has not yet been appointed to serve on any Board committee,
the Board expects to do so as part of its regular 2020 committee assessment and
appointment process.
Mr. Jones is expected to participate in the Company's outside director
compensation program as previously described in the Company's filings with the
Securities and Exchange Commission (the "SEC"). In addition, Mr. Jones is
expected to execute and receive the benefit of the Company's standard form of
indemnification agreement for directors, a copy of which has been filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K that was filed with the
SEC on February 29, 2016.
On December 30, 2019, the Company issued a press release announcing, among other
things, the retirement of Mr. Post and Mr. Perry and the appointment of
Mr. Jones. That press release is filed as Exhibit 99.1 to, and is incorporated
by reference into, this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press Release dated December 30, 2019
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)
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