CenturyLink 2015 Annual Report Download - page 12

CenturyLink, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203
PROXY STATEMENT
April 1, 2016
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Why am I receiving these proxy materials?
Our Board of Directors is soliciting your proxy to vote at our 2016 annual meeting of shareholders because
you owned shares of our stock at the close of business on March 30, 2016, the record date for the meeting, and
are entitled to vote those shares at the meeting. Our proxy materials are being made available to you on the
Internet beginning on or about April 5, 2016. This proxy statement summarizes information regarding matters to
be considered at the meeting. For additional information on our proxy materials, see “Other Matters — Proxy
Materials” appearing below.
When and where will the meeting be held?
The meeting will be held at 10:00 a.m. local time on Wednesday, May 18, 2016, in the corporate conference
room at our corporate headquarters, 100 CenturyLink Drive, Monroe, Louisiana. If you would like directions to
the meeting, please see our website, http://ir.centurylink.com. You do not need to attend the meeting to vote your
shares.
What matters will be considered at the meeting?
Shareholders will vote on the following matters at the meeting:
Item and Page Reference
Board Voting
Recommendation Vote Required for Approval
• Election of the 11 director nominees named
herein (Item 1, Page 3)
For each nominee Affirmative vote of a majority of the
votes cast
• Ratification of the appointment of KPMG LLP
as our independent auditor for 2016 (Item 2,
Page 18)
For Affirmative vote of a majority of the
votes cast
• Approval of an amendment to our 2011 Equity
Incentive Plan (Item 3, Page 20)
For Affirmative vote of a majority of the
votes cast
• Non-binding advisory vote to approve our
executive compensation (Item 4, Page 28)
For Affirmative vote of a majority of the
votes cast
• The shareholder proposal regarding our equity
retention policies, as further described in this
proxy statement, if it is properly presented at
the meeting (Item 5, Page 29)
Against Affirmative vote of a majority of the
votes cast
How many votes may I cast?
You may cast one vote for every share of our common stock or Series L preferred stock that you owned on
the record date. Our common stock and Series L preferred stock vote together as a single class on all matters. In
this proxy statement, we refer to these shares as our “Common Shares” and “Preferred Shares,” respectively, and
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