LUMEN TECHNOLOGIES INC (LUMN)
Sector: Communication
2026 Annual Meeting Analysis
LUMEN TECHNOLOGIES INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Allen has served since 2021, Lumen's 3-year TSR of +159% outperforms the peer group median by +104.8pp (well above the 65pp threshold for strong-positive TSR companies), no overboarding concerns (holds 1 outside public board seat), and attended at least 90% of meetings in 2025.
Béjar has served since 2016, Lumen's 3-year TSR outperformance vs. peer median (+104.8pp) does not trigger a No vote, she holds 2 outside public board seats (within policy limits), and all attendance thresholds were met.
Capossela joined in October 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he holds no outside public board seats and has relevant technology marketing expertise.
Chilton has served since 2017, Lumen's strong 3-year TSR outperforms the peer group median by +104.8pp (threshold is 65pp for strong-positive TSR) so the TSR trigger does not fire, he holds no current outside public board seats, and attendance was at least 90% in 2025.
Collins is a new nominee being elected for the first time in 2026, so the 24-month new-director exemption fully applies; he brings extensive finance, strategy, and operational consulting experience relevant to Lumen's transformation.
Goldberg joined in May 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; she holds 1 outside public board seat and has relevant finance and technology board experience.
Johnson (CEO) has served since November 2022 (just over 3 years); Lumen's 3-year TSR of +159% vs. peer median outperformance of +104.8pp does not exceed the 65pp threshold for strong-positive TSR companies, so the TSR trigger does not apply; she holds 1 outside public board seat.
Linear joined in February 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she holds no outside public board seats and has relevant technology and operational leadership experience.
McMillan joined in May 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; he holds 1 outside public board seat (Teradata, where he is also CEO — policy allows sitting CEOs up to 1 outside board seat, and Teradata is his own company board, so this counts as 0 external boards) and brings relevant technology leadership expertise.
All nine director nominees receive a FOR vote. Lumen's 3-year stock return of +159% substantially outperforms the company-disclosed peer group median of +54.2% by +104.8 percentage points, which does not breach the 65pp underperformance threshold applicable to strong-positive TSR companies. Five of the nine directors joined within the past 24 months and are exempt from the TSR trigger entirely. No director is overboarded, attendance met the 75% threshold for all nominees, and the board discloses a skills matrix showing relevant expertise across the slate.
Say on Pay
✓ FORCEO
Kate Johnson
Total Comp
$24,936,641
Prior Support
95%%
The compensation program received 95% shareholder support at the prior annual meeting, well above the 70% threshold that would require visible remediation. The pay mix is strongly performance-oriented — the company discloses that 93% of the CEO's 2025 target direct compensation was 'at risk' through short-term and long-term incentives, far exceeding the 50-60% variable pay requirement in policy. On the pay-for-performance alignment check, Lumen's 3-year total shareholder return of +159% dramatically outperforms the peer group median of +54.2%, meaning above-benchmark incentive payouts (the company reports a 136.4% short-term incentive payout and 88.5% payout on 2023 performance stock awards) are justified by strong shareholder returns over the same period.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
49 yrs
Audit Fees
$16,751,580
Non-Audit Fees
$1,197,194
KPMG has served as Lumen's auditor since 1977 — a tenure of approximately 49 years — which far exceeds the policy's 25-year threshold that triggers a No vote. While the non-audit fee ratio is well within acceptable limits (non-audit fees of approximately $1.2 million represent only about 7% of core audit fees of $16.75 million), the extraordinarily long auditor relationship raises genuine concerns about whether KPMG can maintain truly independent and skeptical oversight of Lumen's management after nearly five decades. The Audit Committee's stated rationale — institutional knowledge and competitive fees — does not constitute the 'specific and compelling' justification required by policy to override the tenure trigger.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 7
Shareholder Proposal — Shareholder Right to Vote For or Against a Poison Pill
John Chevedden is a well-known individual governance activist with a long track record of filing mainstream shareholder-rights proposals — exactly the type of credible filer that policy instructs us to take seriously. The proposal asks that any current or future poison pill (a defense mechanism that can block shareholders from replacing underperforming management) be put to a shareholder vote within 12 months, which is a straightforward governance improvement that gives shareholders more say over a tool that can entrench management. The board's opposition argument — that it needs full flexibility to adopt a poison pill quickly without a shareholder vote — is undermined by its own disclosure that the current pill has already been approved by shareholders three times, meaning shareholders have shown they will rationally approve a pill when it genuinely protects company interests like tax assets; requiring future shareholder votes simply maintains that healthy accountability rather than removing it.
Overall Assessment
The 2026 Lumen Technologies annual meeting is largely straightforward — all nine director nominees receive a FOR vote driven by the company's exceptional 3-year stock performance (+159% vs. a peer median of +54%), and the Say on Pay vote earns a FOR given strong prior-year support (95%), a heavily performance-based pay structure (93% of CEO pay at risk), and incentive payouts aligned with actual shareholder returns. The one significant exception is the auditor ratification, where KPMG's nearly 49-year tenure far exceeds the policy's 25-year independence threshold, triggering a No vote despite otherwise clean fee metrics; the John Chevedden poison pill shareholder proposal earns a FOR as a credible, mainstream governance improvement that would require shareholder approval of any future poison pill while preserving the board's ability to adopt one when genuinely needed.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing