8-KShareholder Matters

VERIZON COMMUNICATIONS INC 8-K Report, Shareholder Vote Results (May 18, 2021)

Filed May 18, 2021For Securities:VZ

Summary

This 8-K filing from Verizon Communications Inc. details the outcomes of the company's 2021 Annual Meeting of Shareholders held on May 13, 2021. The primary focus is on shareholder voting results for director elections, executive compensation, auditor ratification, and several shareholder proposals. A significant majority of outstanding shares, 83.65%, were represented at the meeting, indicating strong shareholder engagement. Key outcomes include the overwhelming election of all director nominees and the approval of executive compensation through an advisory vote. Shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm. However, three significant shareholder proposals, concerning Shareholder Action by Written Consent, Amendment to the Clawback Policy, and Shareholder Ratification of Annual Equity Awards, were all defeated by a majority of the votes cast. This suggests that management's recommendations on these specific governance and compensation-related matters were favored by the majority of voting shareholders.

Key Highlights

  • 1High shareholder turnout with 83.65% of outstanding shares represented at the 2021 Annual Meeting.
  • 2All incumbent director nominees were overwhelmingly elected to the Board of Directors.
  • 3Shareholders approved the advisory vote to ratify executive compensation.
  • 4Ernst & Young LLP was ratified as Verizon's independent registered public accounting firm for 2021 with strong support.
  • 5A shareholder proposal seeking Shareholder Action by Written Consent was defeated.
  • 6A shareholder proposal to amend the Clawback Policy was defeated.
  • 7A shareholder proposal regarding Shareholder Ratification of Annual Equity Awards was also defeated.

Frequently Asked Questions

The main outcomes were the election of all director nominees, the approval of executive compensation via an advisory vote, and the ratification of Ernst & Young LLP as the independent auditor. Conversely, three shareholder proposals regarding written consent, clawback policy amendments, and annual equity awards were defeated.

Shareholders approved the advisory vote to approve executive compensation. The proposal received 2,556,473,582 votes in favor, significantly outnumbering the 207,460,171 votes against.

Yes, three shareholder proposals were defeated: one regarding Shareholder Action by Written Consent, another concerning an Amendment to the Clawback Policy, and a third related to Shareholder Ratification of Annual Equity Awards. In each case, the votes against the proposals significantly outnumbered the votes in favor.

A substantial 83.65% of Verizon's common shares outstanding on the record date of March 15, 2021, were present at the meeting, indicating high shareholder participation.