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VERIZON COMMUNICATIONS INC 8-K Report, Bylaw Amendment (May 6, 2014)

Filed May 6, 2014For Securities:VZ

Summary

This Form 8-K filed by Verizon Communications Inc. on May 5, 2014, reports on the outcomes of its 2014 Annual Meeting of Shareholders held on May 1, 2014. The meeting saw significant shareholder participation, with over 80% of common shares outstanding represented. Key outcomes include the election of the Board of Directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm, and shareholder approval of executive compensation on an advisory basis. Several shareholder proposals, including those on Network Neutrality, Lobbying Activities, Severance Approval Policy, Shareholder Right to Call a Special Meeting, and Shareholder Right to Act by Written Consent, were narrowly or decisively defeated, indicating shareholder alignment with the Board's recommendations on these matters. Additionally, the company amended its bylaws to change the reference from 'presiding director' to 'lead director,' effective May 1, 2014.

Key Highlights

  • 1Verizon's 2014 Annual Meeting of Shareholders saw strong turnout, with 80.28% of outstanding common shares represented.
  • 2All incumbent director nominees were overwhelmingly elected to the Board.
  • 3Ernst & Young LLP was ratified as Verizon's independent registered public accounting firm for 2014.
  • 4Shareholders approved the executive compensation on an advisory basis (Say-on-Pay).
  • 5Shareholder proposals concerning Network Neutrality, Lobbying Activities, Severance Approval Policy, Shareholder Right to Call a Special Meeting, and Shareholder Right to Act by Written Consent were all defeated.
  • 6The company's bylaws were amended to replace 'presiding director' with 'lead director', effective May 1, 2014.
  • 7A Proxy Access Bylaw proposal was approved by shareholders.

Frequently Asked Questions

The main outcomes include the election of the Board of Directors, ratification of the independent auditor (Ernst & Young LLP), advisory approval of executive compensation, and the defeat of several shareholder proposals related to network neutrality, lobbying, special meetings, and consent actions. Additionally, Verizon amended its bylaws to change the title of 'presiding director' to 'lead director'.

Yes, shareholders approved the Proxy Access Bylaw proposal. However, proposals related to Network Neutrality, Lobbying Activities, Severance Approval Policy, the Shareholder Right to Call a Special Meeting, and the Shareholder Right to Act by Written Consent were all defeated.

Verizon amended its Bylaws, effective May 1, 2014, to change the reference from 'presiding director' to 'lead director' in Section 4.08 of the Bylaws. This change was approved by shareholders at the annual meeting.

The advisory vote to approve executive compensation was approved by shareholders, with approximately 2,460,568,862 votes for and 157,353,084 votes against. This is commonly referred to as a 'Say-on-Pay' vote.