Verizon Files Definitive Proxy Statement

TL;DR

Verizon's proxy statement is out, shareholders vote soon on exec pay & board.

AI Summary

Verizon Communications Inc. filed a Definitive Proxy Statement (DEFA14A) on April 30, 2024. This filing is a standard proxy statement used to solicit votes from shareholders for an upcoming annual meeting. It details information relevant to shareholders making decisions, such as executive compensation, board nominations, and other corporate governance matters.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company matters, including executive compensation and board elections.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• VERIZON COMMUNICATIONS INC (company) — Registrant
• William L. Horton, Jr (person) — Contact Person
• 1095 AVENUE OF THE AMERICAS (location) — Business and Mail Address
• NEW YORK (location) — City
• NY (location) — State
• 10036 (location) — ZIP Code

FAQ

From the Filing

0001308179-24-000631.txt : 20240430 0001308179-24-000631.hdr.sgml : 20240430 20240430113626 ACCESSION NUMBER: 0001308179-24-000631 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20240430 DATE AS OF CHANGE: 20240430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] ORGANIZATION NAME: 06 Technology IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08606 FILM NUMBER: 24895033 BUSINESS ADDRESS: STREET 1: 1095 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-395-1000 MAIL ADDRESS: STREET 1: 1095 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 DEFA14A 1 lvz2024_defa14a.htm VERIZON COMMUNICATIONS INC - DEFA14A VERIZON COMMUNICATIONS INC. - DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 VERIZON COMMUNICATIONS INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 William L. Horton, Jr. Senior Vice President, Deputy General Counsel & Corporate Secretary April 30, 2024 Re: Shareholder proposal regarding an independent Board chair (Item 7 on the proxy card) at Verizon’s Annual Meeting of Shareholders to be held on May 9, 2024 Dear Investor, I am writing to ask you to consider and support our Board’s position on the shareholder proposal contained in this year’s proxy statement requesting that the Board adopt a policy mandating that the Board chair be an independent Director (Item 7 on the proxy card). The Board believes this proposal is not in the interests of our shareholders and therefore recommends that you vote against it. The Board fundamentally disagrees with the proposal’s rigid and prescriptive approach to the important issue of Board leadership. The Board believes that decisions concerning its leadership structure, including whether an independent chair is appropriate, should be based on the unique circumstances and challenges confronting Verizon at any given time. The proposal would eliminate the Board’s flexibility to make this assessment. Moreover, the Board believes that its present leadership structure, which includes a strong independent Lead Director, who is elected by the independent Directors and shares governance responsibilities with the chair, addresses any concerns about the Board’s ability to provide objective feedback and guidance. Last year, our shareholders strongly rejected a nearly identical proposal, with more than 70% of shares that voted on the proposal voting against it. In 2023, Institutional Shareholder Services (ISS) recommended that shareholders vote against the proposal. This year, as a result of the way ISS analyzes company performance in evaluating independent chair proposals, ISS has changed its position and recommended a vote for the proposal, despite its continued assessment that “there are no significant concerns with the company’s governance structure or prac