UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 24, 2016

CenturyLink, Inc.

(Exact name of registrant as specified in its charter)

(318) 388-9000

(Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of any registrant under any of the following provisions:

The information set forth in Item 8.01 below is incorporated herein by reference.

On February 24, 2016, the Board of Directors (the “Board”) of CenturyLink, Inc. (“CenturyLink” or “we,” “us” or “our”) approved amendments to our bylaws, effective immediately, primarily to harmonize them to Louisiana’s new business corporation statute, the Louisiana Business Corporation Act (the “BCA”), which replaced Louisiana’s predecessor statute effective January 1, 2015. The BCA is based on the Revised Model Business Corporation Act used by over 30 other states. Although the BCA for the most part is largely similar to the predecessor statute, it did impact several matters regulated by our bylaws, including certain indemnification, quorum, meeting and voting provisions.

The bylaw amendments adopted by the Board on February 24, 2016 (collectively, the “Bylaw Amendments”) update, replace, or delete obsolete or outmoded provisions and otherwise modernize and clarify our bylaws. Unless otherwise noted, all references herein to articles or sections are to articles or sections of our amended and restated bylaws. The Bylaw Amendments, among other things:

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The Bylaw Amendments also replaced references to the predecessor statute with corrected references to the BCA and removed references to statutory provisions that have been rescinded.

The foregoing summary of the Bylaw Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s amended and restated bylaws, as amended through February 24, 2016, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the enactment of the BCA, on February 24, 2016, our Board approved a new form of indemnification agreement (the “Indemnification Agreement”), to be entered into between us and our directors and officers. The Indemnification Agreement supersedes and replaces the indemnification agreements previously entered into with such individuals.

The Indemnification Agreement, which is substantially similar to the form of indemnification agreement previously entered into with our directors and officers, reflects the following amendments:

The foregoing description of the Indemnification Agreement is a summary only and is qualified in its entirety by the full text of the form of the Indemnification Agreement. The form of Indemnification Agreement to be entered into with our directors is filed as Exhibit 10.1 to this Current Report on Form 8-K and the form of Indemnification Agreement to be entered into with our officers is filed as Exhibit 10.2 to this Current Report on Form 8-K. Both of these exhibits are incorporated herein by reference.

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The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CenturyLink, Inc. has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned officer hereunto duly authorized.

Dated: February 29, 2016

Exhibit Index