8-KShareholder Matters

VERIZON COMMUNICATIONS INC 8-K Report, Shareholder Vote Results (May 7, 2013)

Filed May 7, 2013For Securities:VZ

Summary

Verizon Communications Inc. filed an 8-K on May 6, 2013, reporting on the outcomes of its 2013 Annual Meeting of Shareholders held on May 2, 2013. The filing indicates strong shareholder participation, with over 83% of common shares outstanding represented at the meeting. Key outcomes include the re-election of all director nominees with substantial support, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2013. Shareholders also provided advisory approval for executive compensation, aligning with management's pay practices. The company's Amended 2009 Long-Term Incentive Plan received approval, signaling shareholder support for its incentive structures. However, several shareholder proposals did not pass, including those related to Network Neutrality, Lobbying Activities, Severance Approval Policy, and the Shareholder Right to Call a Special Meeting or Act by Written Consent, indicating a divergence in views on these specific governance and operational matters.

Key Highlights

  • 1All incumbent director nominees were successfully re-elected to the Board of Directors with high approval margins.
  • 2Ernst & Young LLP was ratified as Verizon's independent registered public accounting firm for 2013 by a significant majority of votes.
  • 3Shareholders provided an advisory vote of approval for the company's executive compensation.
  • 4Verizon's Amended 2009 Long-Term Incentive Plan was approved by shareholders.
  • 5Shareholder proposals concerning Network Neutrality, Lobbying Activities, Severance Approval Policy, and Shareholder Right to Call a Special Meeting were defeated.
  • 6A significant majority of Verizon's outstanding common shares (83.39%) were represented at the Annual Meeting.
  • 7A shareholder proposal regarding a Proxy Access Bylaw was ratified.

Frequently Asked Questions

The 2013 Annual Meeting of Shareholders saw the re-election of all director nominees, the ratification of Ernst & Young LLP as the auditor, and advisory approval of executive compensation. Shareholders also approved Verizon's Amended 2009 Long-Term Incentive Plan, while several other shareholder proposals did not pass.

Shareholders approved the executive compensation on an advisory basis, with approximately 1.59 billion votes for the proposal versus approximately 200 million votes against. This indicates general shareholder satisfaction with the company's executive pay practices at the time.

Yes, several shareholder proposals were defeated. These included proposals on Network Neutrality, Lobbying Activities, Severance Approval Policy, and the Shareholder Right to Call a Special Meeting. This suggests that a majority of voting shareholders did not support these specific initiatives.

Shareholder participation was robust, with 2,385,639,323 common shares, representing 83.39% of the common shares outstanding as of the record date, present at the meeting. This high turnout indicates significant shareholder engagement.