8-KShareholder Matters

VERIZON COMMUNICATIONS INC 8-K Report, Shareholder Vote Results (May 16, 2023)

Filed May 16, 2023For Securities:VZ

Summary

Verizon Communications Inc. filed an 8-K report detailing the results of its 2023 Annual Meeting of Shareholders held on May 11, 2023. The meeting saw high shareholder participation, with approximately 82.91% of outstanding shares represented. Key outcomes include the election of all director nominees and the approval of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2023. The advisory vote to approve executive compensation was also approved by shareholders. Shareholders also voted on several shareholder proposals. The proposal for an advisory vote on executive compensation will continue to be held annually. However, most of the shareholder-initiated proposals, including those related to government content removal requests, prohibition on political contributions, amendment to the clawback policy, shareholder ratification of annual equity awards, and an independent chair, were defeated by a significant margin. This indicates strong alignment between management and shareholders on these specific corporate governance and policy matters.

Key Highlights

  • 1High shareholder turnout at the 2023 Annual Meeting, with 82.91% of shares outstanding represented.
  • 2All director nominees presented were elected to the Board of Directors.
  • 3The appointment of Ernst & Young LLP as the independent registered public accounting firm for 2023 was ratified by a substantial majority.
  • 4Shareholders approved the advisory vote to approve executive compensation, signaling support for the company's compensation practices.
  • 5Verizon will continue to hold an advisory vote on executive compensation on an annual basis, as supported by shareholder votes.
  • 6Several shareholder proposals, including those concerning government content removal, political contributions, and equity award ratification, were overwhelmingly defeated.

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