Lumen Technologies (LUMN) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with a strategic repositioning as a digital networking platform for the AI era, focusing on enterprise customers and divesting the consumer fiber-to-the-home business for $5.75B to AT&T, reducing debt by $4.8B and improving leverage.

• The company achieved a 324% total shareholder return over two years, outpacing the S&P 500, and set a clear capital allocation priority to invest for growth, including potential acquisitions.

• Transformation efforts included embedding a play-to-win culture, leadership refresh, and operational discipline, with a path to revenue stabilization and growth by 2028.

• 2025 financials: $12.4B revenue (80% business, 20% mass markets), $1.7B net loss, $3.4B adjusted EBITDA.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 9 directors, ratification of KPMG as auditor, amendments to remove supermajority voting, exceptions to the "Related Person" definition, approval of the amended 2024 Equity Incentive Plan, advisory say-on-pay, and a shareholder proposal on poison pills (Board recommends against the latter).

• Board recommends FOR all management proposals and AGAINST the shareholder poison pill proposal.

Board of directors and corporate governance

• Board refreshment included five new directors since 2022, with two retirements and one new nominee for 2026.

• Board skills matrix emphasizes digital transformation, technology, finance, risk management, and global business experience.

• General Kevin P. Chilton will become Chairman, succeeding T. Michael Glenn.

• Board committees (Audit, HRCC, NCG, Risk & Security) have defined responsibilities and regular rotation of chairs.

• All directors except the CEO are independent; committee members meet heightened independence standards.