8-KLeadership ChangesShareholder Matters

VERIZON COMMUNICATIONS INC 8-K Report, Executive Changes (May 13, 2015)

Filed May 13, 2015For Securities:VZ

Summary

This Form 8-K filing from Verizon Communications Inc. (VZ) on May 12, 2015, primarily reports on the outcomes of its 2015 Annual Meeting of Shareholders held on May 6, 2015. The meeting saw strong shareholder support for the re-election of all incumbent directors and the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2015. Additionally, shareholders approved the advisory vote on executive compensation, commonly known as 'say-on-pay'. Key shareholder proposals concerning Network Neutrality, Political Spending, Severance Approval, Stock Retention, and Shareholder Action by Written Consent were all defeated by a significant margin. The filing also notes the planned retirement of Randal S. Milch, Executive Vice President and Strategic Policy Advisor, effective later in May 2015. Overall, the report indicates a stable governance environment with shareholder alignment on director elections and executive compensation, while demonstrating shareholder skepticism towards several specific governance and policy-related proposals.

Key Highlights

  • 1All incumbent directors were overwhelmingly re-elected at the 2015 Annual Meeting of Shareholders.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as Verizon's independent registered public accounting firm for 2015.
  • 3The advisory vote to approve executive compensation ('say-on-pay') received majority shareholder approval.
  • 4Several shareholder proposals, including those on Network Neutrality, Political Spending, and Severance Approval, were defeated.
  • 5Randal S. Milch, Executive Vice President and Strategic Policy Advisor, announced his planned retirement, effective later in May 2015.
  • 6A high turnout of 84.20% of outstanding common shares was reported for the shareholder meeting.

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