Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(b) On December 28, 2019, Glen F. Post, III and Harvey P. Perry, both of whom are members of the board of directors (the "Board") of CenturyLink, Inc. (the "Company"), informed the Board that they would be retiring from the Board immediately following the Company's 2020 Annual Meeting, which is currently expected to occur in May 2020.

(d) On December 28, 2019, the Board, on the recommendation of its nominating and corporate governance committee, voted to increase its size from 13 members to 14 members and to appoint Hal Jones to fill the newly-created vacancy, with each such action effective as of January 1, 2020. Mr. Jones was selected by the Board from several director candidates put forth by Southeastern Asset Management.

Although Mr. Jones has not yet been appointed to serve on any Board committee, the Board expects to do so as part of its regular 2020 committee assessment and appointment process.

Mr. Jones is expected to participate in the Company's outside director compensation program as previously described in the Company's filings with the Securities and Exchange Commission (the "SEC"). In addition, Mr. Jones is expected to execute and receive the benefit of the Company's standard form of indemnification agreement for directors, a copy of which has been filed as Exhibit 10.1 to the Company's Current Report on Form 8-K that was filed with the SEC on February 29, 2016.

On December 30, 2019, the Company issued a press release announcing, among other things, the retirement of Mr. Post and Mr. Perry and the appointment of Mr. Jones. That press release is filed as Exhibit 99.1 to, and is incorporated by reference into, this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits:

 Exhibit
   No.        Description

   99.1         Press Release dated December 30, 2019

   104        Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)


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