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


          Appointment of Certain Officers; Compensatory.


(e)    On May 17, 2023, Lumen Technologies, Inc. (the "Company") held its 2023
annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting,
the results of which are set forth in Item 5.07 below, the Company's
shareholders approved the Second Amended and Restated 2018 Equity Incentive Plan
(the "Amended Plan"). Key employees, officers and directors of the Company and
its consultants or advisors are eligible to receive awards under the Amended
Plan. Awards may be granted in any one or a combination of the following forms:
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended, non-qualified stock options, stock appreciation rights, restricted
stock, restricted stock units and other awards that are denominated in, payable
in, valued in whole or in part by reference to, or are otherwise based on the
value of, or the appreciation in value of, shares of our common stock. The terms
of the Amended Plan are generally consistent with the previous amended and
restated version of the Company's 2018 Equity Incentive Plan, except that the
Amended Plan increases the maximum number of common shares reserved for issuance
thereunder to 77,600,000, which reflects an increase of 2,000,000 common shares,
and removes an annual limit on the maximum number of common shares covered by
any award granted under the Amended Plan to any individual.

A description of the principal features of the Amended Plan can be found under
Item 3 in our definitive proxy statement for the Annual Meeting, as filed with
the U.S. Securities and Exchange Commission on April 5, 2023, which description
is incorporated herein by reference. The foregoing description of the Amended
Plan is not complete and is subject to, and qualified in its entirety by
reference to, the full text of such plan, which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.




On May 17, 2023, the Board of Directors of the Company approved and adopted an
amendment and restatement of the Company's Amended and Restated By-Laws (as
amended and restated, the "Restated Bylaws"), effective immediately. Among other
changes, the Restated Bylaws

• update the procedural requirements for director nominations made by

shareholders to address Rule 14a-19 promulgated under the Securities

Exchange Act of 1934, as amended (principally Sections 5.1(c)(i)(E),


          5.1(d) and 9.1 of Article IV),



     •    update the disclosure requirements under the Company's advance

notification bylaw provisions (principally Section 5.1(c)(i)(B)(10) of


          Article IV) and

• effect certain other ministerial, clarifying, modernizing or conforming

changes (principally in subsections (b), (c)(i)(A) and (c)(i)(B)(6) of


          Section 5.1 of Article IV and subsections (e), (f), (g), (h) and (i) of
          Section 5.4 of Article IV).


The foregoing description of the Restated Bylaws is not complete and is subject
to, and qualified in its entirety by reference to, the full text of the Restated
Bylaws, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and
is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company's Annual Meeting held on May 17, 2023, the items listed below were submitted to a vote of shareholders.



There were a total of 982,221,404 shares (consisting of 982,214,386 shares of
common stock and 7,018 shares of Series L preferred stock, which vote together
as a single class) entitled to vote as of March 23, 2023, the record date for
the meeting, of which 758,879,589 shares were present or represented by proxy.

(1)    The following nominees were elected to serve on the Board of Directors:

                                                            Votes Cast                          Broker
Name of Nominee                        Votes Cast For        Against        Abstentions        Non-Votes
Quincy L. Allen                            493,241,985       54,193,998        7,079,281       204,364,325
Martha Helena Bejar                        465,101,574       82,536,366        6,877,324       204,364,325
Peter C. Brown                             472,770,466       74,630,834        7,113,964       204,364,325
Kevin P. Chilton                           490,172,236       57,394,240        6,948,788       204,364,325
Steven T. "Terry" Clontz                   487,578,352       59,786,059        7,150,853       204,364,325
T. Michael Glenn                           515,925,995       31,498,075        7,091,194       204,364,325
Kate Johnson                               492,921,639       54,825,180        6,768,445       204,364,325
Hal Stanley Jones                          526,069,756       21,325,293        7,120,215       204,364,325
Michael Roberts                            468,555,303       78,786,864        7,173,097       204,364,325
Laurie Siegel                              463,463,012       84,114,151        6,938,101       204,364,325



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(2)    The appointment of KPMG LLP as independent auditor for 2023 was ratified
with 697,374,192 votes for, 57,818,745 votes against, 3,686,652 abstentions, and
0 broker non-votes.

(3) The Amended Plan (described above under Item 5.02) was approved with 507,276,043 votes for, 43,188,599 votes against, 4,050,622 abstentions, and 204,364,325 broker non-votes.

(4) The advisory vote to approve executive compensation was approved with 477,286,316 votes for, 73,014,210 votes against, 4,214,738 abstentions, and 204,364,325 broker non-votes.



(5)    Shareholders recommended, in an advisory vote, that the frequency of the
Company's executive compensation vote be held annually, with 534,627,706 votes
for one year, 3,568,162 votes for two years, 11,655,186 votes for three years,
4,664,210 abstentions, and 204,364,325 broker non-votes.

Consistent with its voting recommendation and the results of the shareholder
vote, the Board has determined to continue to hold the Company's executive
compensation vote every year until the next required vote on the frequency of
our executive compensation vote, which the Company expects to hold no later than
its 2029 annual meeting of shareholders

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit
  No.        Description

 3.1           Bylaws of Lumen Technologies, Inc., as amended and restated through
             May 17, 2023.

10.1           Second Amended and Restated Lumen Technologies, Inc. 2018 Equity
             Incentive Plan, as amended and restated through May 17, 2023.

104          Cover page formatted as Inline XBRL and contained in Exhibit 101.



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