Lumen Technologies (formerly CenturyLink, Inc.) | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Lumen Technologies (formerly CenturyLink, Inc.)</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that our Board adopt a rule to redeem any current or future Poison Pill unless such plan or amendments to such plan are submitted to a shareholder vote, as a separate ballot item, within 12 months.</p>
<p><strong>SUPPORTING STATEMENT</strong>: </p>
<p>”Poison pills … prevent shareholders, and the overall market, from exercising their right to discipline management by turning it out.  They entrench the current management, even when it’s doing a poor job.  They water down shareholders’ votes and deprive them of a meaningful voice in corporate affairs.”  – “Take on the Street” by Arthur Levitt, SEC Chairman, 1993-2001. </p>
<p dir=”ltr”>“That’s the key negative of poison pills – instead of protecting investors, they can also preserve the interests of management deadwood as well.” – Morningstar.com, Aug. 15, 2003. If our management adopts this proposal it will be a sign that management values our shareholder input.</p>
<p dir=”ltr”>Now could be a ripe time for this rule since Lumen Technologies stock was at $45 in 2014 and was down drastically to $7 in late 2025 despite a robust stock market. </p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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Resolution Details

Company:

Lumen Technologies (formerly CenturyLink, Inc.)

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Workplace Equity

Status:

Filed

Resolution Text

RESOLVED: Shareholders request that the Board of Directors of Lumen Technologies, Inc. (“Lumen”) take the necessary steps to conduct a racial equity audit of Lumen to be performed by an independent third-party. Input from civil rights organizations, employees, and customer groups should be considered in determining the specific matters to be analyzed. A report on the racial equity audit, prepared at reasonable cost and omitting confidential and proprietary information (such as any information relevant to any legal claims against Lumen that are pending or about which Lumen has notice), should be publicly disclosed on Lumen’s website.

Supporting Statement

As demonstrated by the Black Lives Matter movement, the fight for racial justice in the United States is more urgent than ever. We commend Lumen’s President and CEO for recently stating that “Diversity, Inclusion and Belonging is interwoven in everything we do, and we remain steadfast in our commitment to recruit and retain a diverse workforce.”1 However, we believe that a conducting a racial equity audit of Lumen’s policies and practices by an independent third- party will help Lumen improve its performance in achieving this goal.

Lumen’s recently disclosed EEO-1 employment data shows that the company has room for improvement to achieve racial diversity at higher levels up the corporate ladder.2 For example, only 1 percent of Lumen’s senior executives and 5 percent of Lumen’s mid-level managers are African American or Black compared to 8 percent of Lumen’s overall workforce. Hispanic or Latinx employees make up 4 percent of Lumen’s senior executives and 6 percent of Lumen’s mid-level managers compared to 8 percent of Lumen’s overall workforce.

In 2021, Lumen first observed Martin Luther King, Jr. Day as a company holiday but did not provide the holiday to all of its employees who are union members. Instead, the company stated that the holiday would need to be negotiated when each union contract comes up for renegotiation.3 Martin Luther King, Jr. Day is a federal holiday in the U.S. that celebrates the life of the civil rights leader who was murdered in Memphis, Tennessee where he was supporting striking African American sanitation workers that were seeking to form a union in 1968.

Equal access to high-speed internet service is also an important concern for the communities of color that Lumen’s subsidiary CenturyLink serves. According to a recent report, “AT&T, Verizon, EarthLink, and CenturyLink disproportionately offered lower-income and least-White neighborhoods slow internet service for the same price as speedy connections they offered in other parts of town.”4 We believe that conducting a racial equity audit will help Lumen better address the digital divide for access to broadband services in communities of color.

For these reasons, we urge shareholders to vote for this proposal.

1 https://assets.lumen.com/is/content/Lumen/lumen-esg-report

2 https://assets.lumen.com/is/content/Lumen/lumen-2021-eeo-1-report

3 https://www.channelfutures.com/diversity-inclusion/cwa-wants-to-dismantle-racism-demands-mlk-day-for-all- of-lumen

4 https://themarkup.org/still-loading/2022/10/19/dollars-to-megabits-you-may-be-paying-400-times-as-much-as- your-neighbor-for-internet-service

Shareholder Vote For or Against a Poison Pill

Resolution Details

Resolution Text