UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting of Shareholders of Verizon Communications Inc. (“Verizon”) held on May 11, 2023, the following items were submitted to a vote of shareholders.
The number of shares of common stock present at the meeting was 3,485,370,992 or 82.91% of the shares of common stock outstanding on March 13, 2023, the record date for the meeting.
(a) | The following nominees were elected to serve on the Board of Directors: |
Name of Nominee | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||
Shellye Archambeau |
2,632,112,511 | 113,619,113 | 16,701,179 | 722,938,189 | ||||
Roxanne Austin |
2,660,952,848 | 85,422,398 | 16,057,557 | 722,938,189 | ||||
Mark Bertolini |
2,686,116,229 | 58,310,918 | 18,005,656 | 722,938,189 | ||||
Vittorio Colao |
2,697,468,819 | 47,391,404 | 17,572,580 | 722,938,189 | ||||
Melanie Healey |
2,600,828,024 | 145,474,683 | 16,130,096 | 722,938,189 | ||||
Laxman Narasimhan |
2,660,308,826 | 84,203,767 | 17,920,210 | 722,938,189 | ||||
Clarence Otis, Jr. |
2,557,683,503 | 187,645,265 | 17,104,035 | 722,938,189 | ||||
Daniel Schulman |
2,677,832,166 | 67,376,615 | 17,224,022 | 722,938,189 | ||||
Rodney Slater |
2,600,955,629 | 143,912,479 | 17,564,695 | 722,938,189 | ||||
Carol Tomé |
2,700,975,322 | 45,150,402 | 16,307,079 | 722,938,189 | ||||
Hans Vestberg |
2,482,870,823 | 255,753,243 | 23,808,737 | 722,938,189 | ||||
Gregory Weaver |
2,688,390,057 | 56,085,068 | 17,957,678 | 722,938,189 |
(b) | The proposal regarding the advisory vote to approve executive compensation was approved with 2,433,965,968 votes for, 245,477,777 votes against, 82,989,058 abstentions and 722,938,189 broker non-votes. |
(c) | The votes cast on the proposal regarding the advisory vote on the frequency of future advisory votes to approve executive compensation were as follows: 2,590,181,124 votes for every year, 15,560,273 votes for every two years, 78,360,843 votes for every three years, 78,330,563 abstentions and 722,938,189 broker non-votes. Based on these voting results, at this time, Verizon will maintain its current policy of holding an advisory vote to approve executive compensation every year. |
(d) | The appointment of Ernst & Young LLP as independent registered public accounting firm for 2023 was ratified with 3,311,006,974 votes for, 158,229,180 votes against and 16,134,838 abstentions. |
(e) | The shareholder proposal regarding government requests to remove content was defeated with 72,767,462 votes for, 2,586,396,039 votes against, 103,269,302 abstentions and 722,938,189 broker non-votes. |
(f) | The shareholder proposal regarding a prohibition on political contributions was defeated with 166,344,335 votes for, 2,494,332,903 votes against, 101,755,565 abstentions and 722,938,189 broker non-votes. |
(g) | The shareholder proposal regarding an amendment to the clawback policy was defeated with 1,010,897,081 votes for, 1,658,287,093 votes against, 93,248,629 abstentions and 722,938,189 broker non-votes. |
(h) | The shareholder proposal regarding shareholder ratification of annual equity awards was defeated with 311,376,322 votes for, 2,367,850,225 votes against, 83,206,256 abstentions and 722,938,189 broker non-votes. |
(i) | The shareholder proposal regarding an independent chair was defeated with 801,454,941 votes for, 1,878,457,848 votes against, 82,520,014 abstentions and 722,938,189 broker non-votes. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERIZON COMMUNICATIONS INC. | ||||||
Date: May 16, 2023 | By | /s/ William L. Horton, Jr. | ||||
William L. Horton, Jr. | ||||||
Senior Vice President, Deputy General Counsel and Corporate Secretary |