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AGM 2021

May 19, 2021

Operator

Good afternoon and welcome to the virtual webcast of the 2021 Annual Meeting of Shareholders of Lumen Technologies Incorporated. We do not expect any technical difficulties today. However, in the event that you have technical difficulties in the U.S., please call 1-844-986-0822, or internationally, please call 1-303-562-9302. The polls are open. To vote, click on the "Vote Here" button at the bottom right corner of the webcast screen. The polls will remain open until the conclusion of the matters for shareholder consideration portion of the meeting. I would now like to introduce Lumen's General Counsel and Corporate Secretary, Stacey Goff, to make a couple of introductory announcements.

Stacey Goff
General Counsel and Corporate Secretary, Lumen Technologies Inc

Thank you, Heather, and good afternoon, everyone, and thank you for joining us for Lumen's Annual Meeting of Shareholders. Before we begin, I'll note that our agenda is posted on the screen, and other meeting materials are available during the meeting from links at the bottom of our webcast, which include the rules of conduct governing today's meeting and a complete and certified list of shareholders as of close of business on March 25th, 2021, our record date, and is available for inspection during the meeting through the link at the bottom of the webcast screen. The list will remain available for inspection during the meeting, following which it will be filed with Company Records. During the webcast today, the company may make forward-looking statements about our expectations or predictions about the future.

Because these statements are based on current assumptions and factors that involve risk and uncertainties, the company's actual performance and results may differ materially from what may be said here today. All forward-looking statements should be considered in conjunction with the cautionary statements available in our recent earnings release and in the risk factors in our SEC filings. Today, we may be referring to certain non-GAAP financial measures, which are reconciled to the most comparable GAAP measures and can be found in our latest earnings release. Finally, any statements made today during the meeting or question and answer period will comply with the rules of conduct posted on the virtual meeting site and on our website below, and in a manner that is consistent with our obligations under Regulation FD.

Operator

Ladies and gentlemen, we apologize for the delay. I will now turn the call back over to Stacey Goff.

Stacey Goff
General Counsel and Corporate Secretary, Lumen Technologies Inc

Thank you and apologies for that disruption. I was just finishing up the commentary on Regulation FD, and with that, I'll turn the call over to Jeff Storey, Lumen's President and Chief Executive Officer, to share a few opening remarks before we call the business meeting to order. Jeff?

Jeff Storey
President and CEO, Lumen Technologies Inc

Thank you, Stacey. Good morning, everyone. I'm Jeff Storey, Lumen's President and CEO. Thank you for joining us today for our Annual Meeting of Shareholders. Before we start the business of the meeting, I would like to recognize Virginia Boulet for her contributions to Lumen over the last 20+ years. Virginia decided not to stand for reelection to our board this year, so please join me in thanking Virginia for her role in shaping the company we are today. With that, I'll turn the meeting over to Mike Glenn, our Chairman, to call the meeting to order.

Mike Glenn
Chairman, Lumen Technologies Inc

Thank you, Jeff. I would first like to just add to your comments in thanking Virginia for her many years of service to the board and, more importantly, her many contributions to the organization as a whole. It is my intent to chair and conduct the meeting in the manner stated on the agenda and the rules of conduct. Indeed, participating in today's meeting through the live webcast are our Inspector of Elections Anita Gillespie, American Election Services, Lumen's 11 Director Nominees, one departing Director, and partners from our independent auditing firm, KPMG, Rick Ehrman, and Eric Jensen, who will be available to answer any questions you may have. Stacey will now address some of the formalities of today's meeting.

Stacey Goff
General Counsel and Corporate Secretary, Lumen Technologies Inc

Thank you, Mike. As Anita noted, the polls are open. If you have not already voted your shares or wish to change your vote, you may do so by clicking on the "Vote Here" button on the right side of the webcast screen below the agenda. The polls will remain open until the conclusion of the matters for shareholder consideration portion of the meeting. Shareholders may submit questions electronically during the meeting by typing your question in the box located at the bottom left corner of the webcast screen. These questions will not be visible to other participants. Questions will be addressed during the question and answer portion of the meeting. Questions received prior to or during the meeting may not be answered individually but may be consolidated with similar issues in a single response.

We will not address questions or comments that do not relate directly to the business of the company, that are repetitious or have already been made by other persons, that are inappropriate references to individuals or that are otherwise disrespectful, that relate to a personal grievance or to pending litigation, or that are not a matter of interest to shareholders generally. Please note that this meeting is being recorded, but participants are not permitted to use any recording device. We have received an affidavit that all shareholders of record on the record date have been furnished with notice of the annual meeting and the availability of the proxy solicitation materials related to this meeting. Copies of the proxy materials are available through a link at the bottom of the webcast screen and will be filed with the minutes of this meeting.

Our inspector has filed with us her oath of office and has informed me that a quorum is present for purposes of conducting the business of the meeting. The principal purpose of today's meeting is to consider and vote upon each of the four separate matters outlined in the company's April 7, 2021, proxy statement. We will now review the matters to be voted on. Under the company's bylaws, the only matters properly before our shareholders today are those set forth in the notice of annual meeting and proxy statement. The bylaws also provide the procedures a shareholder must follow to nominate directors. The period in which shareholders can nominate directors at this meeting has passed. The first proposal on the agenda is the election of directors for one-year terms.

The Director Nominees are Quincy Adam, Martha Behar, Peter Brown, Kevin Chilton, Terry Klotz, Mike Glenn, Bruce Hanks, Hal Jones, Mike Roberts, Laurie Siegel, and Jeff Storey. Your board recommends a vote in favor of each of these nominees. The remaining matters for shareholder vote are three management proposals. Proposal number two concerns the ratification of the selection of KPMG as the company's independent auditors for 2021. Proposal number three gives shareholders the opportunity to ratify an amendment to our amended and restated NOL Rights Plan as described in our proxy statement. Proposal number four gives shareholders the opportunity to approve, on a non-binding advisory basis, our executive compensation. Your board also recommends a vote in favor of proposals two, three, and four. This concludes the review of the matters to be voted on. The polls are now closed.

The Inspector of Election will collect and tabulate all of the proxies in balance. Subject to this final tabulation, we can report the following preliminary results provided by the Inspector of Election. All of the Director Nominees have been elected. The appointment of KPMG has been ratified. Shareholders have ratified the amendment to our amended and restated NOL Rights Plan, and shareholders have approved our advisory vote on executive compensation. The final voting results will become part of the record of this meeting and will be reported in a Form 8-K to be filed in connection with the matters voted upon at this meeting. Mike, I turn the meeting back over to you.

Mike Glenn
Chairman, Lumen Technologies Inc

Thank you, Stacey. All items of business have now been completed, and the formal portion of the meeting is now officially adjourned. I'll now turn the call over to Jeff to answer questions submitted by shareholders.

Jeff Storey
President and CEO, Lumen Technologies Inc

Thank you, Mike. As Stacey previously noted, where we received multiple questions on the same topic, we've grouped those questions together. We've carefully reviewed all questions received from investors leading up to the meeting and are answering questions that comply with the rules of conduct for this shareholder meeting. We received an investor question about our current revenue trajectory. I'll take this topic. All revenues are not the same, and we are seeing a natural evolution that plays out time and time again in our industry. Our legacy revenues are declining, but that is as expected. For new technologies, we'll begin replacing legacy solutions. On the other hand, we're generally growing where we make new fiber investments. Not at the rate I believe we need to, but fiber investments are growing.

That is why we put our investments in those solutions that we feel offer the greatest opportunity for sustainable growth, such as edge computing and adaptive networking, to replace the churn we are seeing in our legacy products. In fact, at our most recent earnings call, we reiterated our financial targets for the year. We're also committed to our Quantum Fiber strategy to expand fiber into communities and small businesses where we serve to meet the demand for higher speed access, especially at a time when remote working or working from home appears to be sustainable and growing. We received an investor question about our solutions for enterprises who are turning to centralized off-site solutions, such as the cloud, to store their data and applications and related security concerns. I'll take this topic as well.

Lumen is well positioned to support the growing number of enterprises who need secure solutions as they turn to centralized off-site solutions, such as the cloud, to store their data and applications. We have partnerships with the best-known cloud providers in the world. We offer a network platform with integrated security features from the core to the edge. In addition, we work with corporate IT departments to automate their network's own security features to neutralize threats before they do harm. We believe our commitment to security gives us a true competitive advantage to those companies committed to keeping their data safe. The next topic with multiple shareholder questions was about our policies and practices around political contributions. Stacey, will you cover this one?

Stacey Goff
General Counsel and Corporate Secretary, Lumen Technologies Inc

Sure, Jeff. I'll start by saying that Lumen is not especially politically active and that the amount of our advocacy expenditures relative to the scale and regulated nature of our business is modest compared to other companies. We post on our website a semi-annual report detailing the amounts and recipients of our advocacy dollars, the most recent version of which will be posted in the coming week. When we do advocate, we focus on issues that have a direct relationship to our business and our ability to serve our customers and deliver shareholder value. As a company, we are committed to encouraging diversity and multiple perspectives, and we believe lawmakers should pursue regulations that both ensure the integrity of elections and that everyone has a ready opportunity to participate in the electoral process.

For our part, we encourage our employees to participate in the political process and take special steps to ensure work commitments do not interfere with their ability to do so. For example, during last year's presidential election, we held a no-meeting Tuesday and strongly encouraged our employees to use that time to get out and vote. Supporting policymakers who understand Lumen's role in delivering the fastest, most secure services to customers and communities is critical to maintaining a competitive operating environment that has been and will remain the focus of our advocacy. Jeff, with that, I'll turn it back over to you.

Jeff Storey
President and CEO, Lumen Technologies Inc

Thank you, Stacey. Our next question asked about KPMG's independence and performance level over the years. I'll give management to you on these issues and then turn it over to Rick Ehrman of KPMG to comment. We work closely with KPMG to ensure that they satisfy all applicable independent standards. From management's perspective, the relationship with KPMG is productive and a good partnership. Our audit committee has oversight authority over the company's financial reporting function, including our external independent audit process, and regularly communicates with our independent auditor regarding the scope and the status of its annual audit of our consolidated financial statements, including our internal controls over financial reporting. Rick?

Rick Ehrman
Partner, KPMG

Thank you, Jeff. I agree and believe the KPMG-Lumen teams work very well together. We work closely with management, as you indicated, under the oversight of the company's audit committee. We value both the importance of the corporate cooperative relationship with management and our independent perspective, so keeping both of those top of mind. Although KPMG has served as Lumen's independent auditor for years, we rotate in a new lead partner every five years, with me taking that lead role on in 2020. Back to you, Jeff.

Jeff Storey
President and CEO, Lumen Technologies Inc

Thank you, Rick. Finally, we received a question about our executive compensation philosophy in light of the post-merger share price trajectory, so I'll take this one. We share the frustration regarding our share price. As we mentioned in our most recent earnings call, we do believe that our current stock price is undervalued, but our cash flow and EBITDA numbers remain strong. We believe delivering strong cash flow and EBITDA while we continue to drive toward revenue growth is the right approach to increasing the value of our shares. As it relates to executive compensation, I would note that our proxy statement contains a tremendous amount of detail about our executive compensation programs. A large percentage of our compensation is performance-based and isn't earned unless we increase key financial metrics and drive relatively strong total shareholder returns.

We were encouraged that both Glass Lewis and ISS recognize the hard work our compensation committee has done to appropriately design our programs and will continue to pursue a compensation philosophy that aligns our programs with our shareholders' long-term interests. That was our last question. I would like to thank everyone for your questions and your continued support of Lumen. That concludes today's webcast.

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