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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(b), (c), (e) On March 28, 2022, Lumen Technologies, Inc. (the "Company") announced that Christopher D. Stansbury would succeed Indraneel Dev as Executive Vice President and Chief Financial Officer of the Company and its principal subsidiaries, effective as of April 4, 2022 (the "Transition Date").

Mr. Stansbury, age 56, currently serves as Senior Vice President and Chief Financial Officer of Arrow Electronics, Inc. (NYSE: ARW), a position he has held since May 2016. Mr. Stansbury first joined Arrow Electronics, Inc. in August 2014 as its Vice President, Finance and Chief Accounting Officer.



In consideration of Mr. Stansbury's anticipated appointment, the Human Resources
and Compensation Committee (the "Committee") of the Company's board of directors
approved a base salary of $750,000, a target short-term incentive opportunity of
$937,500, and a target annual long-term incentive opportunity of $4,350,000,
with Mr. Stansbury's initial long-term award to be granted on the Transition
Date on the same terms as grants to the Company's other executive officers. In
addition, to partially offset amounts that Mr. Stansbury will forfeit upon his
departure from his current employer, the Committee approved (i) a
sign-on
cash bonus award of $150,000, subject to a
two-year
"clawback" feature, and (ii) a
sign-on
equity award of $3,750,000 of time-based restricted stock, $3,000,000 of which
will vest in equal installments on the fifth and seventh anniversaries of the
grant date and $750,000 of which will vest ratably over a three-year period,
subject to continued service and other customary terms. Effective on the
Transition Date, Mr. Stansbury will also be entitled to receive all
change-in-control,
severance and other benefits afforded to the Company's executive officers, as
described in our periodic reports previously filed with the Securities and
Exchange Commission.

For Mr. Dev, whose employment with the Company and its subsidiaries will end on April 1, 2022, the Committee approved (i) accelerated vesting of Mr. Dev's time-based restricted stock awards granted in 2020 and 2021 and (ii) Mr. Dev's continued right to hold a prorated portion of his performance-based restricted stock awards granted in 2020 and 2021 subject to their original performance conditions and vesting dates, in each case effective as of his last day of employment. Mr. Dev will forfeit all other equity grants, including those awarded in 2022. Mr. Dev will also receive certain cash severance and bonus payments under previously-existing compensation arrangements.



The foregoing description of the chief financial officer transition and
compensation arrangements of Mr. Stansbury does not purport to be complete and
is qualified in its entirety by reference to (i) the Company's press release
issued on March 28, 2022, which is filed as Exhibit 99.1 to, and is incorporated
by reference into, this Current Report on Form
8-K,
and (ii) Mr. Stansbury's offer letter, which the Company plans to file as an
exhibit to its Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2022.

Forward Looking Statements



Except for the historical and factual information contained herein, the matters
set forth in this Current Report on Form
8-K,
including statements regarding the proposed impact of the proposed transactions
and other statements identified by words such as "will," "estimates," "expects,"
"projects," "plans," and similar expressions, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, many of which are beyond our
control, including the completion of documentation of the above-described
arrangements. Actual events and results may differ materially from those
anticipated, estimated or projected if one or more of these risks or
uncertainties materialize, if underlying assumptions prove incorrect, or if we
are unable to implement the proposed transactions on the terms described above
or at all. You should not place undue reliance on these forward looking
statements, which speak only as of the date of this Current Report on Form
8-K.
Unless legally required, we undertake no obligation and expressly disclaims any
such obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d)


The following exhibits are furnished with this Current Report on Form
8-K:

  Exhibit
    No.         Description

Exhibit 99.1      Press release dated March 28, 2022, announcing the Chief
                Financial Officer transition.

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

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