CenturyLink 2015 Annual Report Download - page 24

The table below lists the Board’s standing committees and their membership as of the date of this proxy
statement:
Outside Director(1)
Audit
Committee
Member
Compensation
Committee
Member
Nominating and
Corporate
Governance
Committee
Member
Risk Evaluation
Committee
Member
Martha H. Bejar .................. ✓✓
Virginia Boulet ................... ✓Chair
Peter C. Brown ................... ✓✓
W. Bruce Hanks .................. Chair ✓
Mary L. Landrieu ................. ✓
Gregory J. McCray(2) .............. ✓✓
C. G. Melville, Jr.(2) ............... ✓Chair
William A. Owens ................ ✓✓
Harvey P. Perry .................. ✓
Michael J. Roberts ................ ✓
Laurie A. Siegel .................. Chair
(1) Glen F. Post, III does not serve on any board committees, other than the Special Pricing Committee
described below. Richard A. Gephardt, who is scheduled to retire from the Board on May 18, 2016, does not
serve on any board committees.
(2) Effective upon Mr. Melville’s retirement from the Board on May 18, 2016, Mr. McCray will become chair
of the Risk Evaluation Committee.
If you would like additional information on the responsibilities of the committees listed above, please refer
to the committees’ respective charters, which can be obtained in the manner described below under “— Access to
Information.”
The Board has also established a Special Pricing Committee that has authority to approve the terms and
offering prices of any CenturyLink securities sold pursuant to our outstanding shelf registration statement. This
ad hoc committee is comprised of Peter C. Brown, W. Bruce Hanks and Glen F. Post, III.
During 2015, all of our directors attended at least 75% of the aggregate number of all board meetings and all
meetings of board committees on which they served. In addition, each of our directors then in office attended the
2015 annual shareholders’ meeting.
Director Nomination Process
General. Nominations for the election of directors at our annual shareholders’ meetings may be made by the
Board (upon the receipt of recommendations of the Nominating Committee) or by any shareholder of record who
complies with our bylaws, which are summarized below. For the meeting this year, the Board has nominated the
11 nominees listed above under “Election of Directors” to stand for election as directors, and no shareholders
submitted any nominations. For further information on procedures governing the submission of shareholder
proposals, see “— Bylaw Requirements” and “Other Matters — Deadlines for Submitting Shareholder
Nominations and Proposals for the 2017 Annual Meeting.”
Bylaw Requirements. If timely notice is provided, our bylaws permit shareholders to nominate a director or
bring other matters before a shareholders’ meeting. The written notice required to be sent by any shareholder
nominating a director must include various information, including, as to the shareholder giving the notice and the
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