Verizon Files Definitive Proxy Statement

TL;DR

Verizon dropped its proxy statement, shareholders vote soon.

AI Summary

Verizon Communications Inc. filed a DEFA14A on September 5, 2024, reporting on events as of September 4, 2024. This filing is a definitive proxy statement, typically used for shareholder meetings and voting. Verizon Communications Inc., incorporated in Delaware, is a major player in the telephone communications industry.

Why It Matters

This filing is crucial for shareholders as it outlines important information regarding upcoming shareholder votes, executive compensation, and corporate governance matters.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new material financial information or significant strategic changes.

Key Players & Entities

• VERIZON COMMUNICATIONS INC (company) — Filer
• 0000732712 (company) — Central Index Key
• 1095 Avenue of the Americas (company) — Business Address
• New York (company) — City
• DE (company) — State of Incorporation
• September 4, 2024 (date) — Date of earliest event reported
• September 5, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.10 — h Registered: Common Stock, par value $0.10 VZ New York Stock Exchange Common
• $0.01 — ctive Time, each share of common stock, $0.01 par value per share, of Frontier (the F
• $38.50 — t to receive an amount in cash equal to $38.50 per share, without interest (the Merger
• $320 million — red to pay Verizon a termination fee of $320 million and, under other specified circumstance
• $590 million — ed to pay Frontier a termination fee of $590 million. The foregoing description of the Mer

Filing Documents

• d828371ddefa14a.htm (DEFA14A) — 616KB
• g828371g0905083423995.jpg (GRAPHIC) — 2KB
• g828371g0905083424236.jpg (GRAPHIC) — 2KB
• 0001193125-24-213669.txt ( ) — 623KB

Forward-Looking Statements

Forward-Looking Statements In this report, we have made forward-looking statements. These statements are based on our estimates and assumptions and are anticipates, assumes, believes, estimates, expects, forecasts, hopes, intends, plans, targets or similar expressions. For those forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see our and Frontiers most recent annual and quarterly reports and other filings filed with the SEC. Factors which could have an adverse effect on our operations and future prospects include, but are not limited to, the following: risks relating to the Transactions, including in respect of the ability to obtain required regulatory approvals and the Company Stockholder Approval, and the satisfaction of other closing conditions on a timely basis or at all; unanticipated difficulties and/or expenditures relating to the Transactions and any related financing; uncertainties as to the timing of the completion of the Transactions; litigation relating to the Transactions; the impact of the Transactions on each companys business operations (including the threatened or actual loss of subscribers, employees or suppliers); the inability to obtain, or delays in obtaining cost savings and synergies from the Transactions; incurrence of unexpected co

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of September 4, 2024, by and among Verizon Communications Inc., Frontier Communications Parent, Inc. and France Merger Sub Inc.* 99.1 Joint Press Release, dated as of September 5, 2024. * Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request. 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 hereunto duly authorized. VERIZON COMMUNICATIONS INC. By: /s/ William L. Horton, Jr. Name: William L. Horton, Jr. Title: Senior Vice President, Deputy General Counsel and Corporate Secretary Date: September 5, 2024 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among VERIZON COMMUNICATIONS INC., FRANCE MERGER SUB INC. and FRONTIER COMMUNICATIONS PARENT, INC. Dated as of September 4, 2024 TABLE OF CONTENTS Page ARTICLE I The Merger 2 SECTION 1.01. The Merger 2 SECTION 1.02. Closing 2 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 SECTION 1.06. Directors and Officers of the Surviving Corporation 3 ARTICLE II Effect of the Merger on Capital Stock; Exchange of Certificates; Equity-Based Awards 3 SECTION 2.01. Effect on Capital Stock 3 SECTION 2.02. Exchange Matters 4 SECTION 2.03. Treatment of Equity-Based Awards 7 SECTION 2.04. Payments with Respect to Equity-Based Awards 9 SECTION 2.05. Adjustments 9 SECTION 2.06. Appraisal Rights 9 ARTICLE III Representations and Warranties of the Company 10 SECTION 3.01. Organization; Standing 10 SECTION 3.02. Capitalization 11 SECTION 3.03. Authority; Noncontravention 13

View Full Filing

View this DEFA14A filing on SEC EDGAR