Level 3 Announces Amendments to the Company's By-laws

Company Adopts Majority Voting and Proxy Access

Nov 12, 2015, 16:05 ET from Level 3 Communications, Inc.

BROOMFIELD, Colo., Nov. 12, 2015 /PRNewswire/ -- Level 3 Communications, Inc. (NYSE: LVLT) today announced that its Board of Directors has amended the company's By-laws to implement majority voting for the election of Directors and provide stockholders with the right of proxy access for director nominations, among other amendments.

The Board has amended the By-laws to require a majority voting standard in the election of Directors.  The purpose of the majority vote standard is to require that a nominee receive a "for" vote from a majority of shares cast to be elected to the Board of Directors. In an uncontested election, where an incumbent nominee does not receive a majority of the votes cast, the candidate would be required to tender a resignation to the Board for its consideration.

A proxy access proposal was included as part of the company's 2015 Proxy Statement and voted on by stockholders.  While the measure did not pass, the company engaged with stockholders to obtain their feedback, assessed corporate governance best practices and analyzed recent market perspectives.  As a result of this analysis, the Board determined that amending the By-laws to include proxy access was in the best interest of the company and its stockholders.

As amended, the By-laws will enable eligible Level 3 stockholders to have their own director nominees included in the company's proxy materials, along with candidates nominated by the Board of Directors.  The amended By-laws specify the following:

  • At the time of the nomination, the stockholder or group of up to 20 stockholders must have held at least three percent of the outstanding company's common stock for at least three years and meet other requirements specified by the bylaws
  • The stockholder or group of stockholders may have their director nominees included in the Company's proxy statement
  • Directors nominated through the proxy access process may total up to 20 percent of the Board of Directors

Both the majority voting standard and proxy access amendments are effective immediately.

The Board also voted to add an "exclusive forum" provision to the bylaws.  This provision requires that certain specified types of lawsuits brought by stockholders against the company, including derivative actions, be filed in specified courts located in Delaware. The Board believes that this provision will help to reduce the expense of litigating similar cases in multiple jurisdictions and that cases will be decided by judges familiar with Delaware law, where the company is incorporated.

While the exclusive forum provision is effective immediately, this provision will be submitted to the Level 3 stockholders for their consideration at the 2016 Annual Meeting of Stockholders, and if the exclusive forum provision is not ratified at that meeting, the provision will become void.

Additional information regarding the amendments is contained in a Form 8-K filed with the Securities and Exchange Commission.

About Level 3 Communications

Level 3 Communications, Inc. (NYSE: LVLT) is a Fortune 500 company that provides local, national and global communications services to enterprise, government and carrier customers. Level 3's comprehensive portfolio of secure, managed solutions includes fiber and infrastructure solutions; IP-based voice and data communications; wide-area Ethernet services; video and content distribution; data center and cloud-based solutions. Level 3 serves customers in more than 500 markets in over 60 countries across a global services platform anchored by owned fiber networks on three continents and connected by extensive undersea facilities.

© Level 3 Communications, LLC. All Rights Reserved. Level 3, Level 3 Communications, Level (3) and the Level 3 Logo are either registered service marks or service marks of Level 3 Communications, LLC and/or one of its Affiliates in the United States and/or other countries. Any other service names, product names, company names or logos included herein are the trademarks or service marks of their respective owners. Level 3 services are provided by subsidiaries of Level 3 Communications, Inc.

Forward-Looking Statement

Some statements made in this press release are forward-looking in nature and are based on management's current expectations or beliefs. These forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Level 3's control, which could cause actual events to differ materially from those expressed or implied by the statements. Important factors that could prevent Level 3 from achieving its stated goals include, but are not limited to, the company's ability to: successfully integrate the tw telecom acquisition; manage risks associated with continued uncertainty in the global economy; increase revenue from its services to realize its targets for financial and operating performance; maintain and increase traffic on its network; develop and maintain effective business support systems; manage system and network failures or disruptions; avert the breach of its network and computer system security measures; develop new services that meet customer demands and generate acceptable margins; manage the future expansion or adaptation of its network to remain competitive; defend intellectual property and proprietary rights; manage continued or accelerated decreases in market pricing for communications services; obtain capacity for its network from other providers and interconnect its network with other networks on favorable terms; attract and retain qualified management and other personnel; successfully integrate future acquisitions; effectively manage political, legal, regulatory, foreign currency and other risks it is exposed to due to its substantial international operations; mitigate its exposure to contingent liabilities; and meet all of the terms and conditions of its debt obligations. Additional information concerning these and other important factors can be found within Level 3's filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact Information



D. Nikki Wheeler

Mark Stoutenberg

+ 1 303-842-5150

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SOURCE Level 3 Communications, Inc.