Morning, welcome to the 2026 Annual Meeting of Shareholders of Lumen Technologies, Inc. We do not expect any technical difficulties today. However, in the event 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 in the middle of the webcast screen. The polls will remain open until the company announces that the polls are closed later during this meeting. I would now like to introduce Lumen's Executive Vice President and Chief Legal Officer, Jennifer Hodges, to make a couple of introductory announcements.
Thank you. Good morning, everyone, and thank you for joining us for Lumen's Annual Meeting of Shareholders. Before we begin, please note that our agenda is posted on the screen, and other meeting materials are available during the meeting through links on the right side of our webcast screen. These materials include the rules of conduct governing today's meeting and a complete and certified list of shareholders of record as of close of business on March 23rd, 2026, the record date for the meeting. The shareholder list is available for inspection to shareholders of record during the meeting through the link at the bottom of the webcast screen. The list will remain available for inspection during the meeting and will be filed with the company's records after the meeting.
During the webcast today, in response to your questions, the company may make forward-looking statements about our expectations or predictions about the future, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because these statements are based on current assumptions and factors that involve risks and uncertainties, the company's actual performance or results may differ materially from what may be said here today. All forward-looking statements should be considered in conjunction with cautionary statements available in our recent earnings press release and in the risk factors in our SEC filings. Additionally, in response to your questions, we may refer to certain non-GAAP financial measures that we believe provide useful information for our investors. Reconciliations of non-GAAP financial measures to the most comparable GAAP measures can be found in our latest earnings press release and other filings with the SEC.
With that, I'll turn the call over to Kate Johnson, Lumen's Chief Executive Officer and a member of our Board, who will be the Chair of today's meeting and who will call the meeting to order. Kate?
Thanks, Jennifer. Good morning, everyone. I'm Kate Johnson, Lumen's CEO and a director on our board. Thank you for joining us today for our annual meeting of shareholders. It's my intent to chair and conduct the meeting in the manner stated on the agenda and the rules of conduct. I now call the meeting to order. Attendees participating in today's meeting through this live webcast include our Inspector of Election, Anita Gillespie of American Election Services, Lumen's nine director nominees, and representatives of KPMG, our independent auditing firm, who will be available to answer questions during the question and answer period at the end of the meeting. Jennifer Hodges, Lumen's Chief Legal Officer, will serve as Secretary of the meeting and record the proceedings. Jennifer will now address some of the formalities of today's meeting.
Thank you, Kate. As noted, the polls are open. If you have already submitted your vote, your vote has been counted, and no further action on your part is necessary. 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 in the middle of the webcast screen below the agenda. 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. Rather, we may consolidate similar issues in a single response.
We will not address questions or comments that do not comply with the rules of conduct. Appropriate questions that cannot be answered due to time constraints can be submitted to our investor relations team as outlined in the rules of conduct. Participants are not permitted to use any recording device. We 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 relating to 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. As we have a quorum, we may now carry out the official business of the meeting.
The principal purpose of today's meeting is to consider and vote upon each of the proposals outlined in the company's proxy statement filed with the SEC on April 6th, 2026. 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 election of directors for one-year terms. The director nominees are Quincy Allen, Martha Helena Béjar, Christopher Capossela, Kevin P. Chilton, Michael Collins, Michelle J. Goldberg, Kate Johnson, Diankha Linear, and Steve McMillan. Your board unanimously recommends a vote in favor of each of these nominees.
The remaining matters for shareholder vote are 5 management proposals and 1 shareholder proposal. Proposal 2 is for the ratification of the appointment of KPMG as the company's independent auditor for 2026. Proposals 3A and 3B are for the approval of amendments to our articles of incorporation to remove supermajority voting requirements. Proposal 4 is for the approval of an amendment to our articles of incorporation to provide exceptions to the definition of related person. Proposal 5 is for the approval of the company's amended and restated 2024 Equity Incentive Plan. Proposal 6 provides shareholders the opportunity to approve, on a non-binding advisory basis, our executive compensation. Your board unanimously recommends a vote in favor of proposals 2, 3A, 3B, 4, 5, and 6.
The next and final matter to be considered today is a shareholder proposal requesting that the Board adopt a rule to redeem any current or future shareholder rights plans, unless such plan or amendments to such plan are submitted to a shareholder vote as a separate ballot item within 12 months, which we refer to as the shareholder rights plan proposal. The proposal was submitted by John Chevedden. For the reasons set forth in the company's proxy statement, the Board unanimously recommends a vote against this proposal. John Chevedden will now be given the opportunity to speak for up to 3 min to present this shareholder proposal. Operator, please allow Mr. Chevedden to speak for 3 min.
Mr. Chevedden, your line is open.
Hello, this is John Chevedden. Proposal 7, shareholder right to vote for or against the poison pill. Shareholders request that our board adopt a rule to redeem any current or future poison pill, unless such plan or amendment to such plan is submitted to a shareholder vote as a separate ballot item within 12 months. 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. This is from "Take on the Street" by Arthur Levitt, Securities and Exchange Commission chairman from 1993 to 2001. That's the key negative of poison pills. Instead of protecting investors, they can also preserve the interest of management deadwood as well, according to morningstar.com.
Where management adopts this proposal, it will be a sign that management values Lumen shareholder input. Now would be a good time for this rule, since Lumen stock was at $45 in 2014 and is down drastically to $9 now in spite of a robust stock market. Adoption of this proposal could incentivize Lumen management to perform better. Please vote to enhance shareholder value. Shareholder right to vote for or against the poison pill, proposal 7.
Thank you, Mr. Chevedden. The board has considered the proposal and recommends a vote against this proposal for the reasons set forth in the company's proxy statement. This concludes the review of the matters to be voted on. Because no further business is on the agenda to come before this meeting, we will pause for another moment to allow for any votes to be completed online. Again, if you have provided your proxy card or voted via telephone or internet, your shares will be voted in accordance with your instructions. Any shareholder who has not yet voted or wishes to change their vote may do so on the web portal link used to access this meeting and following the instructions there. The polls are now closed. The Inspector of Election will collect and tabulate all of the proxies and ballots.
Subject to final tabulation, we are reporting the following preliminary results provided by the Inspector of Election. All of the director nominees have been elected. The appointment of KPMG for 2026 has been ratified. Shareholders have approved the proposed amendments to our articles of incorporation to remove supermajority voting requirements as stated in proposal 3A. Shareholders have not approved the proposed amendments to our articles of incorporation to remove supermajority voting requirements as stated in proposal 3B. Shareholders have approved the proposed amendment to our articles of incorporation to provide certain exceptions to the definition of related person. Shareholders have approved the company's amended and restated 2024 Equity Incentive Plan. Shareholders have approved, on an advisory basis, our executive compensation, and shareholders have not approved the shareholder rights plan.
The final voting results will become part of the record of the meeting and will be reported in a Form 8-K that we will plan to file after this meeting. Kate, I'll turn the meeting back over to you now.
Thanks, Jennifer. Before we conclude the formal portion of the meeting, I'd like to recognize Mike Glenn, who has served as Chair of the Board for many years and is retiring today, for his exceptional leadership and unwavering dedication. Mike's steady guidance and longstanding stewardship have been instrumental in our company's success, and it has been a privilege to serve alongside him. I also wish to acknowledge Hal Jones, who's retiring from the Board today as well, and thank him for his dedicated service. As part of our thoughtful and planned succession process, we are pleased to welcome General Kevin Chilton as our new Chair of the Board, effective following this meeting. Kevin brings deep operational, engineering, and risk management expertise, and his appointment underscores the Board's commitment to continuity, effective oversight, and disciplined governance.
We extend our sincere gratitude to Mike Glenn and Hal Jones for their lasting impact, and we look forward to working with Kevin Chilton as we continue to advance the company's strategy and long-term value creation. That concludes the formal business to be brought before this meeting, and the 2026 annual meeting of shareholders is now adjourned. We will now have a brief Q&A period. The entire question and answer period will be limited to a total of 20 min. Cory Smith, our VP of Corporate Governance and Securities, will read any questions that comply with the rules of conduct. Cory?
Thanks, Kate. We received a question related to item 4, the amendment to our articles of incorporation to provide certain exceptions to the definition of related person and how the Board will determine to make those exceptions. Jennifer, will you please answer this question?
Thanks, Cory. Our board will act in the best interest of our shareholders consistent with its fiduciary duties, and we are committed to providing all disclosures that are required by federal securities law and state corporate law as well.
Thank you. A second question. I'm sorry, this is a question for Chris. Are there any areas of Lumen's performance that the market isn't appreciating, and can you comment on Lumen's debt load?
Yeah. I think that the biggest thing from a market standpoint is we're creating something entirely new. If you look at the broader sell side coverage, you will see some sell side analysts who are embracing the path that we're taking, and you'll see a number of sell side analysts really playing by the old rules of legacy telco. That is one of fixed infrastructure, point-to-point connectivity, and that simply doesn't work anymore. What we're creating, particularly as we seek to close the deal with Alkira, is the ability to connect every cloud on one network through one pane of glass in a very programmable way globally. That flexibility is what AI needs, and that's what we're creating. The fact that we're creating something new obviously does cause people to pause and think differently, and that's probably our biggest challenge.
I think the results will speak for themselves as we go forward. From a debt standpoint, that's largely been addressed. The quantum of our debt has been reduced significantly. Our debt is now below $13 billion. Our leverage has also been reduced significantly below 4 x, which is a key threshold for many investors. The maturity curve of that debt has been dramatically improved, where in any given year any debt that comes due is easily manageable. That maturity curve is now smoothed out and well into the future. Lastly, the complexities of our debt structure of having three separate filed entities will be resolved at the end of this quarter, the second quarter, where we will be doing one filing. Finally, our creditors, our equity holders, management will all be looking at 1 set of financials.
Thanks, Chris. Over to you, Kate. Can you explain the new Lumen in simple terms, and where do you see the company in five years?
Sure. Thanks for the question. Lumen's transforming from a legacy telecom company to a digital network services company. We've got three core assets that we're leveraging. The first is our physical infrastructure, arguably the greatest fiber network. In 2022, we were around 12 million fiber miles, and by the end of 2031, we will have dramatically expanded the network at large to deliver 58 million fiber miles. Proximity and size matters when you're covering North America. We also have a programmable network. That's the digital layer that we've been building ourselves to cover north-south, and of course, with the acquisition, after it closes with Alkira, we will be able to cover east-west connections. It's also the connected ecosystem. Three things, physical infrastructure, a programmable network, and a connected ecosystem of technology partners and customers.
All of this together gives these customers the ability to ship data from anywhere to anywhere in real time. That's important because that's what AI requires. Every single company on Earth is right now grappling with AI and recognizing that legacy networks just won't cut it. They need a programmable network that enables agility and flexibility and speed. All in all, if you were to summarize it down, it's a whole lot of complexity that we're simplifying, and we're making it feel like there's one network to address connectivity with any cloud to give total control to our customers.
Thank you, Kate. There are no further questions that comply with the rules of conduct for this shareholder meeting.
Thanks, Cory. I'd like to thank everybody for your time today and your continued support of Lumen. This concludes today's webcast.
Thank you all for joining. You may now disconnect.