LUMN Lumen Technologies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 15, 2024

Lumen Technologies, Inc.

(Exact name of registrant as specified in its charter)

(318) 388-9000

(Telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether any 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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 15, 2024, Lumen Technologies, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved the Company’s 2024 Equity Incentive Plan (the “Plan”). The Plan authorizes the issuance of up to 43,000,000 shares of the Company’s common stock (subject to adjustment, including in connection with any Reverse Stock Split that may be implemented pursuant to the authorization described in Item 5.07 below), plus any shares of common stock subject to incentives previously granted under the Company’s predecessor 2018 equity incentive plan that expire or are subsequently cancelled or forfeited prior to their exercise or realization. Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards under the Plan. Awards may be granted in any one or a combination of the following forms: incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of our common stock.

The Human Resources and Compensation Committee of the Company’s Board of Directors (the “Board”) will generally administer the Plan and has authority to make awards under the Plan and to set the terms of the awards. The Plan may be amended or discontinued at any time by the Board, subject to the requirement that certain amendments may not be made without shareholder approval. Unless terminated sooner, no awards will be made under the Plan after May 15, 2034.

A description of the principal features of the Plan can be found under Item 3 in the Company’s definitive proxy statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 5, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. The foregoing description of the Plan is not complete and is subject to, and qualified in its entirety by reference to, the full text of such plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

At the Company’s Annual Meeting held on May 15, 2024, the items listed below were submitted to a vote of shareholders.

There were a total of 986,152,129 shares (consisting of 986,145,111 shares of common stock and 7,018 shares of Series L preferred stock, which vote together as a single class) entitled to be voted as of March 21, 2024, the record date for the meeting, of which 715,878,953 shares were present or represented by proxy.

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*Pursuant to additional guidance provided by the NYSE after the filing of the Proxy Statement, this proposal was treated as a routine matter under the NYSE Listed Company Manual, which resulted in there being no broker non-votes with respect to this proposal.

As disclosed in the Proxy Statement, the Board has the authority to implement a Reverse Stock Split at any time, in its sole discretion, prior to the one-year anniversary of the date shareholder approval was received, or May 15, 2025. The Company will continue to consider the appropriate timing to effect a Reverse Stock Split and the related Authorized Share Reduction that is in the best interest of the Company and its shareholders. The Company plans to effect the Par Value Elimination in due course, but no later than December 31, 2024.

Forward-Looking Statements

Except for historical and factual information, the matters set forth in this Current Report on Form 8-K identified by words such as “expects,” “anticipates,” “will,” “plans” and similar expressions are forward-looking statements as defined by the federal securities laws, and are subject to the “safe harbor” protections thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only, and are subject to various uncertainties. Actual events and results may differ materially from those anticipated by us in those statements. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Lumen Technologies, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

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