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CENTURYLINK, INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 2, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2014, the Board of Directors terminated our Amended and Restated 2001 Employee Stock Purchase Plan (the "ESPP"), effective as of July 1, 2014. The last offering period under the ESPP will end on June 30, 2014.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed on our Current Report on Form 8-K filed on February 27, 2014 and our Proxy Statement dated April 14, 2014, we presented a board-adopted proxy access bylaw amendment to our shareholders for ratification at the Annual Meeting. As described further in Item 5.07 below, our shareholders ratified this bylaw amendment at the Annual Meeting. The full text of the Company's bylaws, as amended through May 28, 2014, is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, shareholders present in person or represented by proxy voted on the matters described below. There were 574,065,909 shares of voting stock entitled to be voted at the Annual Meeting, of which 508,306,157 shares were present or represented for purposes of constituting a quorum. At the Annual Meeting, the Company's shareholders (1) elected the 13 persons listed below to serve as our directors for one-year terms, (2) ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2014, (3) ratified a bylaw amendment providing proxy access rights, as discussed further in Item 5.03 above, (4) approved, on an advisory basis, the compensation of our named executive officers and (5) did not approve a shareholder proposal regarding equity retention. You can find additional information about each of these matters in our Proxy Statement dated April 14, 2014.

Our independent judge of election reported the vote of shareholders as follows:

1. Elect 13 directors to serve until 2015

Nominees For Withheld Broker Non-Votes Virginia Boulet 358,042,440 16,554,549 133,709,168 Peter C. Brown 367,518,798 7,078,191 133,709,168 Richard A. Gephardt 339,146,789 35,450,200 133,709,168 W. Bruce Hanks 353,551,164 21,045,825 133,709,168 Gregory J. McCray 369,627,863 4,969,126 133,709,168 C. G. Melville, Jr. 357,301,606 17,295,383 133,709,168 Fred R. Nichols 368,413,542 6,183,447 133,709,168 2



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William A. Owens 366,618,880 7,978,109 133,709,168 Harvey P. Perry 327,925,727 46,671,262 133,709,168 Glen F. Post, III 368,853,576 5,743,413 133,709,168 Michael J. Roberts 367,541,317 7,055,672 133,709,168 Laurie A. Siegel 370,098,460 4,498,529 133,709,168 Joseph R. Zimmel 367,215,103 7,381,886 133,709,168



2. Ratify the appointment of KPMG LLP as our independent auditor for 2014

For 475,990,607 Against 30,104,246 Abstain 2,211,304 Broker non-votes N/A



3. Ratify the proxy access bylaw amendment

For 358,756,842 Against 13,311,011 Abstain 2,529,136 Broker non-votes 133,709,168



4. Approve, on a non-binding and advisory basis, the overall compensation of our named executive officers

For 344,379,689 Against 26,849,972 Abstain 3,367,328 Broker non-votes 133,709,168



5. Shareholder proposal regarding equity retention

For 99,055,332 Against 271,988,518 Abstain 3,553,139 Broker non-votes 133,709,168



Item 9.01 Financial Statements and Exhibits

(d) Exhibits



The exhibit to this Current Report is listed in the Exhibit Index, which appears at the end of this Current Report and is incorporated by reference herein.

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