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LEVEL 3 COMMUNICATIONS : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/22/2015 | 09:02am US/Eastern

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2015, at the annual meeting of stockholders (the "Annual Meeting") of Level 3 Communications, Inc. (the "Company" or "Level 3" or "we" or "us" or "our"), the Company's stockholders approved the Level 3 Communications, Inc. Stock Incentive Plan (the "Plan"), which had previously been approved by the Company's Board of Directors, subject to stockholder approval. A description of the Plan is set forth in the Company's 2015 Proxy Statement filed with the Securities and Exchange Commission on April 7, 2015 under the caption "Stock Incentive Plan Proposal," and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the full text of such plan, which was attached to the Company's 2015 Proxy Statement as Annex 3 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its 2015 annual meeting of stockholders on May 21, 2015. At the meeting, stockholders present in person or by proxy voted on the matters described below. The votes noted below are the final voting results. There were 354,151,027 of our common stock entitled to vote at the 2015 annual meeting and a total of 295,118,945 shares (approximately 83.3% of the outstanding common stock) were represented at the meeting in person or by proxy.

1.  Election of Directors: Stockholders elected each of the 11 directors named
    below to our Board of Directors (our "Board") to hold office until the annual
    meeting of stockholders in 2016 or until his or her successor is elected and
    qualified, based on the following votes:



Name                    For      Withheld  Broker Non Votes

Jeff K. Storey 294,076,693 1,042,252 0 Kevin P. Chilton 294,117,817 1,001,128 0 Steven T. Clontz 294,089,168 1,029,777 0 James O. Ellis, Jr. 293,910,287 1,208,658 0 Irene M. Esteves 291,671,644 3,447,301 0 T. Michael Glenn 290,355,473 4,763,472 0 Spencer B. Hays 293,733,112 1,385,833 0 Michael J. Mahoney 293,797,524 1,321,421 0 Kevin W. Mooney 291,597,232 3,521,713 0 Peter Seah Lim Huat 291,752,742 3,366,203 0 Peter van Oppen 280,289,038 14,829,907 0

2. To approve the Level 3 Communications, Inc. Stock Incentive Plan.



    For      Against  Abstain Broker Non Votes
287,348,892 6,847,604 922,449        0




3.  To ratify the extension of our Rights Agreement that is designed to protect
    our U.S. net operating loss carryforwards from limitations pursuant to
    Section 382 under the U.S. Internal Revenue Code of 1986, as amended.


    For      Against   Abstain Broker Non Votes
231,026,249 63,582,282 510,414        0




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4.  To approve the named executive officer compensation, which vote is on an
    advisory basis.


    For      Against  Abstain Broker Non Votes
289,033,187 5,129,012 956,746        0



5. To approve a stockholder proposal regarding proxy access.

For Against Abstain Broker Non Votes 127,494,852 164,923,459 2,700,634 0

Item 8.01. Other Matters

Effective May 21, 2015, the Board determined that only two non-employee members of the Board are required to serve on the Classified Business and Security Committee. As a result, the members of this committee are now: Kevin P. Chilton (chair); James O. Ellis, Jr. and Jeff K. Storey.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

None

(b) Pro Forma Financial Information

None

(c) Shell Company Transactions

  None
(d)   Exhibits
10.1               Level 3 Communications, Inc. Stock Incentive Plan, effective
                   May 21, 2015 (incorporated by reference to Annex 3 to the
                   Registrant's Proxy Statement for its 2015 Annual Meeting of
                   Stockholders, filed with the Securities and Exchange
                   Commission on April 7, 2015).
























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