What is the main purpose of these bylaw amendments?

The primary purpose of these amendments is to clarify and make exclusive the procedures for shareholders to nominate directors or submit other business proposals at shareholder meetings. They aim to ensure that shareholders follow specific notice and disclosure requirements.

How does this affect shareholders wanting to nominate a director or propose business at the 2010 annual meeting?

Shareholders must now provide written notice to Verizon within a specific window: on or after January 7, 2010, and no later than February 6, 2010. The notice must also include significantly more detailed information about the shareholder proponent, any beneficial owners, nominees, and their related parties, including derivative positions and agreements concerning Verizon securities.

What are the new requirements for calling a special meeting?

A special meeting of shareholders can now be called upon the written request of either a single record holder owning at least 10% of the company's voting stock, or one or more record holders owning in aggregate at least 25% of the voting stock. The requesting shareholders must also provide similar detailed information as required for nominations/proposals.

Are there any changes to how notices are delivered?

Yes, the amended bylaws now permit electronic delivery of notices, provided it is in accordance with applicable statutes.

VZ 8-K: Corporate Changes

Summary

Verizon Communications Inc. (VZ) filed an 8-K on December 6, 2009, reporting amendments to its Bylaws that became effective on December 3, 2009. The most significant changes pertain to shareholder proposals and director nominations, aiming to enhance clarity and establish exclusive procedural requirements. These amendments introduce more stringent disclosure requirements for shareholders wishing to nominate directors or bring business before annual meetings, including detailed information about beneficial ownership, hedging activities, and agreements concerning Verizon securities.

Key Highlights

1Verizon Communications Inc. amended and restated its Bylaws effective December 3, 2009.
2The amendments revise advance notice provisions for shareholder nominations and business proposals.
3New disclosure requirements include details on derivative positions, hedging strategies, and agreements related to Verizon securities for shareholder proponents.
4The deadline for advance notice for director nominations/business proposals is now a window from 90-120 days prior to the prior year's annual meeting anniversary date.
5For the 2010 annual meeting, shareholder notices must be submitted between January 7, 2010, and February 6, 2010.
6Bylaws now require a shareholder or group of shareholders to own at least 10% (or an aggregate of 25%) of voting stock to request a special meeting.
7These changes are intended to make the shareholder nomination and proposal process clearer and more exclusive, subject to Rule 14a-8.

VERIZON COMMUNICATIONS INC 8-K Report, Bylaw Amendment (Dec 7, 2009)

Summary

Key Highlights

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