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)
May 13, 2005
Commission file number 1-7784
CENTURYTEL, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-0651161
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 CenturyTel Drive, Monroe, Louisiana 71203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (318) 388-9000
* * * * * * * * * * *
Item 1.01 Entry into a Material Definitive Agreement
On May 12, 2005, our shareholders approved the following plans:
o CenturyTel, Inc. 2005 Management Incentive Compensation Plan
o CenturyTel, Inc. 2005 Directors Stock Plan
o CenturyTel, Inc. 2005 Executive Officer Short-Term Incentive Program.
Each of these plans is discussed in our proxy statement dated April 1, 2005,
which we filed on April 5, 2005 with the Securities and Exchange Commission.
On May 13, 2005, we entered into a restricted stock agreement with each
of our outside directors. Under each such agreement, the outside director
received 3,256 restricted shares of common stock that vest in one-third
increments on May 15, 2006, May 15, 2007 and May 15, 2008, respectively, unless
vesting accelerates upon the director's death, disability or mandatory
retirement or under the other circumstances set forth in the agreement. The
awards are subject to forfeiture under certain specified circumstances.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
As described further in our above-described proxy statement, on May 12,
2005:
o R. L. Hargrove, Jr., age 73, and Johnny Hebert, age 76,
retired from our board of directors
o Gregory J. McCray was elected as a Class II director
o the size of our board of directors was reduced from 13 to 12.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
None
(b) Pro forma financial information
None
(c) Exhibits
10.1 CenturyTel, Inc. 2005 Management Incentive
Compensation Plan*
10.2 CenturyTel, Inc. 2005 Directors Stock Plan*
10.3 CenturyTel, Inc. 2005 Executive Officer Short-Term
Incentive Program*
10.4 Form of restricted stock agreement between us and each
of our outside directors dated as of May 13, 2005**
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* Incorporated herein by reference to our proxy statement filed with the
Securities and Exchange Commission on April 5, 2005.
** Filed herewith.
* * * * * * * * * * * * * *
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CenturyTel, Inc.
Dated: May 13, 2005 By: /s/ Neil A. Sweasy
______________________
Neil A. Sweasy
Vice President and Controller