DENVER, December 16, 2003 ? Qwest Communications International Inc. (NYSE:Q), today held its annual shareowners? meeting at the Denver Center for the Performing Arts and announced preliminary voting results. At the meeting, shareowners re-elected three directors. The three re-elected are Richard C. Notebaert with 96.15 percent voting in favor, Philip F. Anschutz, with 79.77 percent voting in favor, and Frank P. Popoff, with 90.29 percent voting in favor.
Shareowners also approved the amended and restated Employee Stock Purchase Plan, with 95.69 percent voting in favor, and voted for stockholder proposals that:
- The company exclude as a factor in determining annual or short-term incentive compensation for executive officers any impact on our net income from pension credits, with 96.01 percent voting in favor;
- Take necessary steps to eliminate the classification of terms of Qwest?s Board of Directors, with 96.85 percent voting in favor, and;
- Call for shareholder approval of future employment agreements with the company?s executive officers that, upon termination of employment, provide cash and non-standard benefits exceeding three times the sum of a given executive?s base salary plus target bonus, with 96.62 percent voting in favor.
To succeed, the proposals required the affirmative vote of a majority of the shares present and entitled to vote.
Shareowners also disapproved of four other proposals, including:
- Requesting that the company adopt a policy of nominating director candidates such that, if elected, a substantial majority of directors would be independent, which was disapproved by shareholders with 36.37 percent voting in favor. The company had noted in its proxy statement that its governance guidelines already require that its board of directors consist predominantly of independent directors.
- Requesting that the company adopt a policy that all future stock option grants to senior executives have an exercise price that is indexed to the stock prices of industry peers, which was disapproved by shareholders with 16.63 percent voting in favor;
- Requesting that Qwest adopt a policy that some portion of future stock option grants to senior executives have an exercise prices that is indexed to the stock prices of industry peers or is otherwise performance-based, which was disapproved by shareholders with 45.12 percent voting in favor.
- Requesting that the company establish a policy of expensing in its financial statements the costs of all future stock options issued by the company, which was disapproved by shareholders with 40.37 percent voting in favor.
Qwest also announced that its 2004 annual shareowners? meeting will be held in the spring of 2004, subject to board approval.
Qwest Communications International Inc. (NYSE: Q) is a leading provider of voice, video and data services to more than 25 million customers. The company?s 47,000 employees are committed to the ?Spirit of Service? and providing world-class services that exceed customers? expectations for quality, value and reliability. For more information, please visit the Qwest Web site at www.qwest.com.
Forward Looking Statement Note
This release may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: the duration and extent of the current economic downturn in our 14-state local service area, including its effect on our customers and suppliers; access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the SEC's current investigation into our accounting policies, practices and procedures and certain transactions; any adverse outcome of the current investigation by the U.S. Attorney's office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by Congress, regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; further delays in making required public filings with the SEC; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors emerging from bankruptcy court protection or otherwise reorganizing their capital structure and competing effectively against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; and changes in the outcome of future events from the assumed outcome included in our significant accounting policies.
The information contained in this release is a statement of Qwest's present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest's assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest's assumptions or otherwise. The cautionary statements contained or referred to in this release should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This release may include analysts' estimates and other information prepared by third parties for which Qwest assumes no responsibility.
Qwest undertakes no obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
By including any information in this release, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.
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