Verizon Communications Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: VZ · Form: DEF 14A · Filed: Mar 25, 2024 · CIK: 732712

Verizon Communications Inc DEF 14A Filing Summary
FieldDetail
CompanyVerizon Communications Inc (VZ)
Form TypeDEF 14A
Filed DateMar 25, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1 billion
Sentimentneutral

Sentiment: neutral

Topics: Verizon, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>Verizon Communications Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 9, 2024.</b>

AI Summary

VERIZON COMMUNICATIONS INC (VZ) filed a Proxy Statement (DEF 14A) with the SEC on March 25, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Verizon Communications Inc. The filing covers the period ending May 9, 2024, with a report date of March 25, 2024. Verizon Communications Inc. is listed with Central Index Key 0000732712. The company's Standard Industrial Classification is 'TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE)' [4813]. The filing includes data related to executive compensation, specifically equity awards and pension benefits for the fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking VERIZON COMMUNICATIONS INC, this filing contains several important signals. This filing provides shareholders with information regarding the company's governance, executive compensation, and matters to be voted on at the upcoming shareholder meeting. Shareholders can review details on executive pay, equity awards, and pension benefits, which are crucial for understanding management's alignment with shareholder interests.

Risk Assessment

Risk Level: low — VERIZON COMMUNICATIONS INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational updates that would inherently increase risk.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand management's incentives and potential governance changes.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Fiscal Year End)
  • 2023-01-01 — Reporting Period Start (Executive Compensation Data)
  • 2023-12-31 — Reporting Period End (Executive Compensation Data)
  • 2022-01-01 — Reporting Period Start (Executive Compensation Data)
  • 2022-12-31 — Reporting Period End (Executive Compensation Data)
  • 2021-01-01 — Reporting Period Start (Executive Compensation Data)
  • 2021-12-31 — Reporting Period End (Executive Compensation Data)
  • 2020-01-01 — Reporting Period Start (Executive Compensation Data)

Key Players & Entities

  • VERIZON COMMUNICATIONS INC (company) — Filer
  • 0000732712 (company) — Central Index Key
  • 2024-05-09 (date) — Conformed Period of Report
  • 2024-03-25 (date) — Filed as of date
  • BELL ATLANTIC CORP (company) — Former Company Name

FAQ

When did VERIZON COMMUNICATIONS INC file this DEF 14A?

VERIZON COMMUNICATIONS INC filed this Proxy Statement (DEF 14A) with the SEC on March 25, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by VERIZON COMMUNICATIONS INC (VZ).

Where can I read the original DEF 14A filing from VERIZON COMMUNICATIONS INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by VERIZON COMMUNICATIONS INC.

What are the key takeaways from VERIZON COMMUNICATIONS INC's DEF 14A?

VERIZON COMMUNICATIONS INC filed this DEF 14A on March 25, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) for Verizon Communications Inc.. The filing covers the period ending May 9, 2024, with a report date of March 25, 2024.. Verizon Communications Inc. is listed with Central Index Key 0000732712..

Is VERIZON COMMUNICATIONS INC a risky investment based on this filing?

Based on this DEF 14A, VERIZON COMMUNICATIONS INC presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational updates that would inherently increase risk.

What should investors do after reading VERIZON COMMUNICATIONS INC's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand management's incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does VERIZON COMMUNICATIONS INC compare to its industry peers?

Verizon operates in the telecommunications industry, providing a wide range of communication services.

Are there regulatory concerns for VERIZON COMMUNICATIONS INC?

As a publicly traded company, Verizon is subject to SEC regulations governing proxy statements and corporate disclosures.

Industry Context

Verizon operates in the telecommunications industry, providing a wide range of communication services.

Regulatory Implications

As a publicly traded company, Verizon is subject to SEC regulations governing proxy statements and corporate disclosures.

What Investors Should Do

  1. Analyze the executive compensation tables for named executive officers.
  2. Review any proposals or resolutions to be voted on by shareholders.
  3. Examine the company's corporate governance practices outlined in the filing.

Key Dates

  • 2024-05-09: Conformed Period of Report — Indicates the period the proxy statement information pertains to.
  • 2024-03-25: Filed as of Date — The date the filing was submitted to the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement. It does not directly compare financial performance to a previous filing but provides information relevant to shareholder voting and corporate governance.

Filing Stats: 4,221 words · 17 min read · ~14 pages · Grade level 16.9 · Accepted 2024-03-25 16:05:35

Key Financial Figures

  • $1 billion — ance (ESG) highlights Issued fifth US$1 billion green bond, with final allocation compl

Filing Documents

: Election of Directors

Item 1: Election of Directors 1 Our approach to Board composition 1 Our Board's independence 2 Director nominations 2 Director criteria, qualifications and experience 3 Election process 3 Nominees for election 3 Our governance framework 9 Board leadership structure 9 Board meetings and executive sessions 10 Service on other boards and time commitments 10 Board committees 10 Board and committee assessments 13 Director orientation and continuing education 13 Oversight of strategy 13 Oversight of business risks 14 Oversight of ESG strategy and risks 15 Oversight of human capital management 16 Other risk-related matters 17 Our approach to shareholder engagement 18 How to contact the Board 19 Non-employee Director compensation 20

Executive compensation

Executive compensation 22

: Advisory vote to approve executive compensation

Item 2: Advisory vote to approve executive compensation 22 Compensation discussion and analysis 23 Compensation Committee Report 39 Compensation tables 40 Audit matters 59

: Ratification of appointment of independent registered public accounting firm

Item 3: Ratification of appointment of independent registered public accounting firm 59 Audit Committee Report 61 Stock ownership 62

Security ownership of certain beneficial owners and management

Security ownership of certain beneficial owners and management 62 Shareholder proposals 64

: Prohibit political contributions study

Item 4: Prohibit political contributions study 64

: Lobbying activities report

Item 5: Lobbying activities report 66

: Amend clawback policy

Item 6: Amend clawback policy 69

: Independent Board chair

Item 7: Independent Board chair 70

: Civil liberties in digital services

Item 8: Civil liberties in digital services 72

: Lead-sheathed cable report

Item 9: Lead-sheathed cable report 74

: Political expenditures misalignment

Item 10: Political expenditures misalignment 76 Additional information 79 Additional information about our annual meeting 79 Contacting us 84 Other business 84 Appendix A: Nasdaq board diversity disclosure A-1 Appendix B: Reconciliation of non-GAAP measures B-1 Back to Contents Proxy summary Governance Executive compensation Audit matters Stock Shareholder proposals Additional information Proxy summary This summary highlights information contained in the proxy statement and does not contain all of the information you should consider. We encourage you to read the entire proxy statement before voting. For information regarding Verizon's 2023 performance, please read Verizon's 2023 Annual Report on Form 10-K. 2023 highlights Wireless Service Revenue up 3.2% Raised dividend for 17th consecutive year MyPlan Launch Netflix + MAX bundle Most awarded for Wireless Network Quality - JD Power Consumer - Postpaid phone net adds improved compared to 2022 every quarter Business - 10 consecutive quarters with at least 125,000 postpaid phone net adds Broadband - >400,000 net adds per quarter Meeting information Date and time May 9, 2024 at 10:00 AM, Eastern Daylight Time Online virtual meeting The meeting will be held virtually via the Internet at meetnow.global/VZ2024 , where you will be able to vote electronically and submit questions during the meeting. Record date March 11, 2024 Meeting access, submission of questions and voting information can be found beginning on page 79. i Back to Contents Proxy summary Governance Executive compensation Audit matters Stock Shareholder proposals Additional information Agenda and voting recommendations

: Election of Directors

Item 1: Election of Directors The Board of Directors recommends that you vote FOR the election of the Board's nominees. The Director candidates nominated by our Board of Directors are all proven leaders with a strong sense of integrity and respect for differing viewpoints. As a group, they bring a mix of backgrounds, perspectives, skills, experiences and expertise that contributes to a well-rounded Board that is uniquely positioned to effectively oversee Verizon's strategy and businesses. For additional information about the Director candidates and their respective qualifications, please see the "Governance" section beginning on page 1. Our nominees' skills and experience 9 Consumer/B2B/retail 3 Cybersecurity 9 Financial expertise 2 Marketing and brand management 5 Regulatory/public policy 10 Risk management 10 Strategic planning 5 Technology 4 Telecommunications Board diversity* 40% ethnic/racial diversity 30% women Board tenure and age* 7.3 years average tenure 64 years old average age * Based on our 10 nominees as of March 25, 2024. See Appendix A for the Board diversity disclosure required by Rule 5606 of the Nasdaq Stock Market (Nasdaq), which reflects the diversity of all 12 Directors serving as of March 25, 2024. ii Back to Contents Proxy summary Governance Executive compensation Audit matters Stock Shareholder proposals Additional information Our nominees at a glance Shellye Archambeau Roxanne Austin Mark Bertolini Vittorio Colao Laxman Narasimhan Clarence Otis, Jr. Daniel Schulman Rodney Slater Carol Tom Hans Vestberg Name Committee membership* Key skills and experience Audit Corporate Governance and Policy Finance Human Resources Shellye Archambeau Former Chief Executive Officer, MetricStream, Inc. Marketing and brand management Risk management Technology Roxanne Austin President and CEO, Austin Investment Advisors Cybersecurit

: Advisory vote to approve executive compensation

Item 2: Advisory vote to approve executive compensation The Board of Directors recommends that you vote FOR this proposal. We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis and Compensation Tables beginning on pages 23 and 40, respectively. iv Back to Contents Proxy summary Governance Executive compensation Audit matters Stock Shareholder proposals Additional information

Executive compensation program highlights

Executive compensation program highlights Our executive compensation program reflects Verizon's commitment to industry-leading compensation and governance practices. For a detailed discussion of the executive compensation program, please see the Compensation Discussion and Analysis beginning on page 23. Compensation strategy Align executives' and shareholders' interests Attract, retain and motivate high-performing executives Pay-for- performance essentials Approximately 90% of named executive officers' total compensation opportunity is variable, incentive-based pay Defined benefit pension and supplemental executive retirement benefits frozen over 15years ago Quantitative ESG metric in Short-Term Incentive Plan (Short-Term Plan) Best practice highlights Shareholder approval policy for severance benefits No cash severance benefits for the Chief Executive Officer (CEO) Significant executive share ownership requirements Clawback policies Anti-hedging policy No tax gross-ups No executive employment agreements The summary below shows the 2023 compensation for each of our named executive officers, as required to be reported in the Summary Compensation table pursuant to U.S. Securities and Exchange Commission (SEC) rules. For more information, please see the notes accompanying the Summary Compensation table beginning on page 40. Name and principal position Salary ($) Bonus ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Change in pension value and nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Hans Vestberg Chairman and Chief Executive Officer 1,500,000 0 18,000,042 0 4,087,500 0 541,775 24,129,317 Anthony Skiadas* Executive Vice President and Chief Financial Officer 741,667 0 7,000,069 0 1,076,375 0 113,202 8,931,313 Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer 1,016,667 0 8,500,049 0 1,716,750 0 14

: Ratification of auditors

Item 3: Ratification of auditors The Board of Directors recommends that you vote FOR ratification. We are asking shareholders to ratify the Audit Committee's appointment of Ernst & Young LLP (Ernst & Young) as Verizon's independent registered public accounting firm for 2024. For information on fees paid to Ernst & Young in 2023 and 2022, please see page 59.

-10: Shareholder proposals

Item 4-10: Shareholder proposals The Board of Directors recommends that you vote AGAINST each of the shareholderproposals. In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for consideration, if presented at the meeting. The proposals can be found beginning on page 64. vi Back to Contents Proxy summary Governance Executive compensation Audit matters Stock Shareholder proposals Additional information Governance

: Election of Directors

Item 1: Election of Directors Our approach to Board composition We believe that good governance starts with an independent, effective and diverse Board. Our Board is one of Verizon's most critical strategic assets. As such, the composition of the Board evolves along with our strategic needs for the future. We believe we are more likely to achieve sustainable growth in shareholder value when our Board has the right mix of skills, expertise and tenure, and can devote sufficient time to their duties as active and engaged members of ourBoard. The Corporate Governance and Policy Committee is strategic and purposeful in its approach to refreshment and succession planning. The Committee considers the following key factors when nominating Directors: Skills and experience. Verizon's strategy is to extend our network leadership through continued innovation, grow our core business and provide our customers with best-in-class experiences, while maintaining the balanced capital allocation approach and financial discipline that our investors expect of us. In light of the Company's strategy and expected future business needs, the Committee has identified the skills and experience listed below as important to be represented on the Board as a whole. Consumer/B2B/retail Cybersecurity Financial expertise Marketing and brand management Regulatory/public policy Risk management Strategic planning Technology Telecommunications Diversity. The Committee recognizes that a diverse set of viewpoints and practical experiences enhances the effectiveness of our Board in assessing the challenges and opportunities impacting our business and helping management achieve better outcomes. In evaluating Director candidates, the Committee considers how a candidate's particular background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates. The Committee seeks a diverse group of candidates who possess th

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.