CenturyLink 2015 Annual Report Download - page 89

Vote Required to Adopt Other Proposals at the Meeting
With respect to all other matters to be submitted to a vote at the meeting, the matter will be approved if the
votes cast in favor of such matter exceed the votes cast against such matter.
Effect of Abstentions
Shares as to which the proxy holders have been instructed to abstain from voting with respect to any
particular matter will be treated under the Company’s bylaws as not being cast for purposes of such vote.
Because all matters expected to be brought before the meeting for a vote must be approved by the holders of a
majority of the votes cast, abstentions will not affect the outcome of any such vote. Shareholders abstaining from
voting will be counted as present for purposes of constituting a quorum to organize the meeting.
Effect of Non-Voting
If you properly execute and return a proxy or voting instruction card, your shares will be voted as you
specify. If you are a shareholder of record and make no specifications on your validly submitted proxy card, your
shares will be voted against the shareholder proposal and in favor of all other matters. If you are a beneficial
owner of shares and do not give voting instructions to your broker, bank or nominee, they will be entitled to vote
your shares only to the extent specified below.
Under the rules of the New York Stock Exchange, brokers who hold shares in street name for customers
may vote in their discretion on matters considered to be “routine” when they have not received voting
instructions from beneficial owners. Under these rules, brokers who do not receive such instructions will be
entitled to vote in their discretion at the meeting with respect to the ratification of the appointment of the
independent auditor, but will not be entitled to vote in their discretion with respect to any of the other matters
submitted to a vote. If brokers who do not receive voting instructions do not, or cannot, exercise discretionary
voting power (a “broker non-vote”) with respect to any matter to be considered at the meeting, shares that are not
voted will be treated as present for purposes of constituting a quorum to organize the meeting but not cast with
respect to considering such matter. Because all matters to be considered at the meeting must be approved by the
holders of a majority of the votes cast, broker non-votes will not affect the outcome of any such vote.
Revocations
Shareholders of record may revoke their proxy or change their votes at any time before their proxy is voted
at the meeting by giving a written revocation notice to our secretary, by timely delivering a proxy bearing a later
date or by voting in person at the meeting. Beneficial shareholders may revoke or change their voting instructions
by contacting the broker, bank or nominee that holds their shares.
Voting by Participants in Our Benefit Plans
If you beneficially own any of our Common Shares by virtue of participating in any retirement plan of
CenturyLink, then you will receive a separate voting instruction card that will enable you to direct the voting of
these shares. This voting instruction card entitles you, on a confidential basis, to instruct the trustees how to vote
the shares allocated to your plan account. The plans require you to act as a “named fiduciary,” which requires
you to exercise your voting rights prudently and in the interests of all plan participants. Plan participants who
wish to vote should complete and return the voting instruction card in accordance with its instructions. If you
elect not to vote the shares allocated to your accounts, your shares will be voted in the same proportion as voted
shares regarding each of the items submitted to a vote at the meeting. Plan participants that wish to revoke their
voting instructions must contact the trustee and follow its procedures.
If you beneficially own any of our Common Shares by virtue of previously participating in an employee
stock purchase plan formerly maintained by us or a company that we have acquired, we have made arrangements
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