CenturyLink 2015 Annual Report Download - page 40

executive pay with our financial performance and the creation of sustainable shareholder value. The
Compensation Committee of our Board continually reviews our executive compensation programs to ensure they
achieve the goals of aligning our compensation with both current market practices and your interests as
shareholders. For additional information on our executive compensation, we urge you to read the “Compensation
Discussion and Analysis” and “Executive Compensation” sections of this proxy statement.
At the meeting, we will ask you to vote, in an advisory manner, to approve the overall compensation of our
named executive officers, as described in this proxy statement, including the Compensation Discussion and
Analysis, the Summary Compensation Table and the other related tables and disclosures. This proposal,
commonly known as a “say-on-pay” proposal, gives you the opportunity to express your views. This advisory
vote is not intended to address any specific element of compensation, but rather relates to the overall
compensation of our named executive officers and our executive compensation policies and practices as
described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing
compensation or award arrangement of any of our named executive officers.
While this “say-on-pay” vote is advisory and will not be binding on our Company or the Board, it will
provide valuable information to our Compensation Committee regarding shareholder sentiment about our
executive compensation. We understand that executive compensation is an important matter for our shareholders.
Accordingly, we invite shareholders who wish to communicate with our Board on executive compensation or any
other matters to contact us as provided under “Corporate Governance — Top Leadership Positions and
Structure.”
Approval of this proposal will require the affirmative vote of the holders of at least a majority of the votes
cast on the proposal at the meeting.
The Board recommends that you vote FOR the overall compensation of our named executive officers as
described in this proxy statement.
SHAREHOLDER PROPOSAL
(Item 5 on Proxy or Voting Instruction Card)
We periodically receive suggestions from our shareholders, some as formal shareholder proposals. We give
careful consideration to all suggestions, and assess whether they promote the best long-term interests of
CenturyLink and its shareholders.
The Board of Trustees of the International Brotherhood of Electrical Workers Pension Fund, located at
900 Seventh Street, NW, Washington D.C., 20001, has informed us that it beneficially owns, and has beneficially
owned for more than a year, at least $2,000 of our Common Shares and that it intends to present for consideration
at the meeting the following proposal (and has furnished the following statement in support of the proposal). We
take no responsibility for this proposal. Adoption of this proposal requires the affirmative vote of the holders of
at least a majority of the votes cast on the proposal at the meeting.
“RESOLVED: Shareholders of CenturyLink (the “Company”) urge the Compensation Committee of
the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a
significant percentage of shares acquired through equity compensation programs until reaching normal
retirement age or terminating employment with the Company. For the purpose of this policy, normal
retirement age shall be defined by the Company’s qualified retirement plan that has the largest number of
plan participants. The shareholders recommend that the Committee adopt a share retention percentage
requirement of at least 50 percent of net after-tax shares. The policy should prohibit hedging transactions for
shares subject to this policy which are not sales but reduce the risk of loss to the executive. This policy shall
supplement any other share ownership requirements that have been established for senior executives, and
should be implemented so as not to violate the Company’s existing contractual obligations or the terms of
any compensation or benefit plan currently in effect.
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