CenturyLink 2015 Annual Report Download - page 25

beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and address of such
shareholder, any such beneficial owner, and any other parties affiliated, associated or acting in concert therewith,
(ii) their beneficial ownership interests in our Voting Shares, including disclosure of arrangements that might
cause such person’s voting, investment or economic interests in our Voting Shares to differ from those of our
other shareholders, (iii) certain additional information concerning such parties required under the federal proxy
rules, (iv) a description of all agreements with respect to the nomination among the nominating shareholder, any
beneficial owner, any person acting in concert with them, each proposed nominee and certain other persons, and
(v) a representation whether any such person intends to solicit proxies or votes in support of their proposed
nominees. With respect to each proposed nominee, the written notice must also, among other things, (i) set forth
biographical and other data required under the federal proxy rules and a description of various compensation or
other arrangements or relationships between each proposed nominee and the nominating shareholder and its
affiliated parties and (ii) furnish both a completed and duly executed questionnaire and a duly executed
agreement designed to disclose various aspects of the proposed nominee’s background, qualifications and certain
specified arrangements with other persons, as well as to receive the proposed nominee’s commitment to abide by
certain specified agreements and undertakings. We may require a proposed nominee to furnish other reasonable
information or certifications. Shareholders interested in bringing before a shareholders’ meeting any matter other
than a director nomination should consult our bylaws for additional procedures governing such requests. We may
disregard any nomination or submission of any other matter that fails to comply with these bylaw procedures.
In addition, our bylaws provide that under certain circumstances a shareholder or group of shareholders may
include director candidates that they have nominated in our annual meeting proxy materials. These proxy access
provisions of our bylaws provide, among other things, that a shareholder or group of up to ten shareholders
seeking to include director candidates in our annual meeting proxy materials must own 3% or more of our
outstanding Common Shares continuously for at least the previous three years. The number of shareholder-
nominated candidates appearing in any of our annual meeting proxy materials cannot exceed 20% of the number
of directors then serving on the Board. If 20% is not a whole number, the maximum number of shareholder-
nominated candidates would be the closest whole number below 20%. Based on the current Board size of
11 directors, the maximum number of proxy access candidates that we would be required to include in our proxy
materials for an annual meeting is two. The nominating shareholder or group of shareholders also must deliver
the information required by our bylaws, and each nominee must meet the qualifications required by our bylaws.
Shareholder requests to nominate directors or to bring any other matter before our 2017 annual
shareholders’ meeting, whether or not they wish to include their candidate or proposal in our proxy materials,
must be received by our Secretary by the deadlines specified in “Other Matters – Deadlines for Submitting
Shareholder Nominations and Proposals for the 2017 Annual Meeting.”
The summaries above of the advance notification and proxy access provisions of our bylaws are qualified in
their entirety by reference to the full text of Section 5 of Article IV of our bylaws. You may obtain a full copy of
our bylaws by reviewing our reports filed with the SEC, by accessing our website at www.centurylink.com, or by
contacting our Secretary in the manner specified below under “Other Matters.”
Role of Nominating Committee. The Nominating Committee will consider candidates properly and timely
nominated by shareholders in accordance with our bylaws. Upon receipt of any such nominations, the
Nominating Committee will review the submission for compliance with our bylaws, including determining if the
proposed nominee meets the bylaw qualifications for service as a director. These provisions disqualify any
person who (i) fails to respond satisfactorily to any inquiry for information to enable us to make certifications
required by the Federal Communications Commission under the Anti-Drug Abuse Act of 1988, (ii) has been
arrested or convicted of certain specified drug offenses or engaged in actions that could lead to such an arrest or
conviction or (iii) fails to furnish any materials or agreements required to be provided by director nominees under
our bylaws, or makes false statements or materially misleading statements or omissions in connection therewith.
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