Lumen shareholders back equity plan, charter changes
Lumen Technologies reported results from its annual shareholder meeting, where investors approved an expansion of its 2024 equity incentive plan and several corporate charter changes.
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Rhea-AI Filing Summary
Lumen Technologies reported results from its annual shareholder meeting, where investors approved an expansion of its 2024 equity incentive plan and several corporate charter changes. The equity plan now authorizes up to 88,600,000 shares of common stock for awards, an increase of 45,600,000 shares.
Shareholders also approved amendments to the Articles of Incorporation removing certain supermajority voting requirements and updating the definition of “Related Person,” while a separate proposal to remove a supermajority standard on director liability and indemnification did not pass. KPMG LLP was ratified as independent auditor for 2026, directors were re-elected, executive compensation received advisory approval, and a shareholder proposal on rights plan voting was not approved.
8-K Event Classification
Key Figures
Key Terms
Amended and Restated 2024 Equity Incentive Plan financial
supermajority voting requirements regulatory
advisory (non-binding) basis financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Lumen Technologies, Inc. (the “Company”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”) to increase the number of shares of the Company’s common stock that may be issued under the Lumen Technologies, Inc. 2024 Equity Incentive Plan by an additional 45,600,000 shares, from 43,000,000 shares to 88,600,000 shares. The Company’s Board of Directors approved the A&R 2024 Plan on February 18, 2026, subject to shareholder approval.
A summary of the material terms of the A&R 2024 Plan is set forth in “Item 5, Approval of Amended and Restated 2024 Equity Incentive Plan” in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2026, which summary is incorporated herein by reference. That summary and the foregoing description of the A&R 2024 Plan are not complete and are subject to, and qualified in their entirety by reference to, the full text of the A&R 2024 Plan, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 20, 2026, at the Annual Meeting, the shareholders of the Company approved amendments to the Company’s Articles of Incorporation, as amended, to:
| • | eliminate certain of the supermajority voting requirements for matters subject to shareholder approval and to replace such requirements with a majority of votes cast standard; and |
| • | exclude certain categories of persons from the definition of “Related Person”. |
On May 26, 2026, the Company filed Amended and Restated Articles of Incorporation reflecting the foregoing amendments (the “Articles”) with the Secretary of State of the State of Louisiana. The foregoing description of the Articles is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Composite Articles of Incorporation of the Company, as amended and restated through May 26, 2026, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2026, the Company held its Annual Meeting. Holders of shares of the Company’s common stock or Series L preferred stock were entitled to one vote per share held as of the close of business on March 23, 2026 (the “Record Date”). There were a total of 1,030,165,570 shares entitled to vote at the Annual Meeting as of the Record Date, consisting of 1,030,158,552 shares of common stock and 7,018 shares of Series L preferred stock, voting together as a single class, of which 845,124,456 shares were present or represented by proxy at the Annual Meeting.
The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 6, 2026.
The Company thanks its shareholders for their support and participation in the Annual Meeting.
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Item 1. The Company shareholders elected each of the following director nominees to serve on the Company’s Board of Directors until the 2027 annual meeting of shareholders or until their respective successors have been duly elected and qualify, by the following votes:
| Name of Nominee |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| Quincy L. Allen |
674,786,726 | 10,143,678 | 2,784,426 | 157,409,626 | ||||
| Martha Helena Béjar |
676,739,028 | 8,284,706 | 2,691,096 | 157,409,626 | ||||
| Christopher Capossela |
678,469,496 | 6,570,988 | 2,674,346 | 157,409,626 | ||||
| Kevin P. Chilton |
677,801,363 | 7,294,957 | 2,618,510 | 157,409,626 | ||||
| Michael Collins |
679,092,388 | 5,967,700 | 2,654,742 | 157,409,626 | ||||
| Michelle J. Goldberg |
678,491,944 | 6,644,842 | 2,578,044 | 157,409,626 | ||||
| Kate Johnson |
678,603,180 | 6,518,493 | 2,593,157 | 157,409,626 | ||||
| Diankha Linear |
677,003,556 | 8,017,027 | 2,694,247 | 157,409,626 | ||||
| Stephen McMillan |
678,147,350 | 6,944,676 | 2,622,804 | 157,409,626 |
Item 2. The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditor for 2026, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 826,383,164 | 14,345,896 | 4,395,396 | 0 |
Item 3A. The Company’s shareholders approved amendments to the Company’s Articles of Incorporation to remove supermajority voting requirements related to provisions governing removal of directors, approval of certain business combinations, certain amendments to the Company’s Articles of Incorporation and amendments to Company’s Bylaws, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 666,291,662 | 14,453,951 | 6,969,217 | 157,409,626 |
Item 3B. The Company’s shareholders did not approve an amendment to the Company’s Articles of Incorporation to remove a supermajority voting requirement related to provisions governing limitation of liability and indemnification of directors, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 665,279,825 | 15,442,159 | 6,992,846 | 157,409,626 |
Item 4. The Company’s shareholders approved amendments to the Company’s Articles of Incorporation to provide for exceptions to the definition of “Related Person”, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 669,464,426 | 10,316,602 | 7,933,802 | 157,409,626 |
Item 5. The Company’s shareholders approved the Company’s Amended and Restated 2024 Equity Incentive Plan, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 658,004,226 | 22,259,831 | 7,550,773 | 157,409,626 |
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Item 6. The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 652,013,005 | 33,084,417 | 2,617,408 | 157,409,626 |
Item 7. The Company’s shareholders did not approve the shareholder proposal regarding a shareholder right to vote for or against a shareholder rights plan, by the following vote:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 327,301,328 | 357,615,031 | 2,798,471 | 157,409,626 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Composite Articles of Incorporation of the Company, as amended and restated through May 26, 2026. | |
| 10.1 | Amended and Restated 2024 Equity Incentive Plan. | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMEN TECHNOLOGIES, INC. | ||||||
| Dated: May 27, 2026 | By: | /s/ Chris Stansbury | ||||
| Chris Stansbury | ||||||
| President and Chief Financial Officer | ||||||
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