CenturyLink 2015 Annual Report Download - page 88

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last fiscal year, our Compensation Committee included Laurie A. Siegel, Virginia Boulet,
Fred R. Nichols (prior to his death), William A. Owens and Gregory J. McCray. No member of the
Compensation Committee served as an officer or employee of the Company or any of our subsidiaries prior to or
while serving on the Compensation Committee.
TRANSACTIONS WITH RELATED PARTIES
Recent Transactions
During 2015, we paid H. Parnell Perry, Jr., who serves as Manager — Technology Management, total gross
compensation of approximately $121,200, consisting of approximately $107,300 in salary, $9,900 in annual
incentive bonuses and $4,000 in matching contributions to his qualified 401(k) plan account. Mr. Perry is the son
of Harvey P. Perry, one of our directors, and has been an employee of ours since 1987.
We are one of the largest employers in Monroe, Louisiana and in several of our other markets, and, as such,
employ personnel related by birth or marriage throughout our organization. Several of our executive officers or
directors have family members employed by us, although, none of them (other than H. Parnell Perry, Jr.) earned
2015 compensation in excess of the $120,000 threshold that would require detailed disclosures under the federal
proxy rules.
Review Procedures
Early each year, our management distributes to the Audit Committee a written report listing our payments to
vendors, including a list of transactions with our directors, officers or employees. This annual report permits the
independent directors to assess and discuss our related party transactions. Although we have no formal written
pre-approval procedure governing related party transactions, our CEO typically seeks approval of the Board
before engaging in any new related party transaction involving significant sums or risks.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934 requires our executive officers and directors, among others, to file
certain beneficial ownership reports with the SEC. To our knowledge, based solely on our review of copies of
reports received by us and written representations by certain reporting persons, we believe that all such reports
were timely filed during fiscal year 2015.
ADDITIONAL INFORMATION ABOUT THE MEETING
Quorum
Our bylaws provide that the presence at the meeting, in person or by proxy, of a majority of the outstanding
Voting Shares constitutes a quorum to organize the meeting.
Vote Required to Elect Directors
Our bylaws provide that each of the 11 director nominees will be elected if the number of votes cast in favor
of the director exceeds the number of votes withheld with respect to the director. You may vote “for” all director
nominees or withhold your vote for any one or more of the director nominees. If any of the 11 directors fails to
receive a majority of the votes cast at the meeting, our bylaws will require such director to tender his or her
resignation to the Board for its consideration.
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