Level 3 amends by-laws

Level 3 Communications, Inc. (NYSE: LVLT) said 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:

Level 3 Communications provides local, national and global communications services to enterprise, government and carrier customers. The company 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.