Verizon Communications Inc. (NYSE:VZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the Board) of Verizon Communications Inc. (Verizon) announced that as of June7, 2018:

As of June 7, 2018, Verizon’s Global Operations organization and its Network and Technology organization report to Mr. Vestberg. All other functions reporting to Mr. McAdam will continue to report to him until his retirement, at which time they will report to Mr. Vestberg.

In connection with Mr.Vestberg’s appointment as Chief Executive Officer, the Human Resources Committee (the Committee) of the Board recommended, and the independent members of the Board approved, a compensation increase for Mr.Vestberg.Mr.Vestberg’s base salary will increase to $1,500,000, his target short-term incentive opportunity will increase from 150% to 250% of base salary, and his target long-term incentive opportunity will increase from 600% to 800% of base salary. These compensation changes will be effective as of August1, 2018.

In connection with Mr.Vestberg’s appointment as Chief Executive Officer, the Committee recommended, and the independent members of the Board approved, a special one-time equity award to Mr.Vestberg with a grant date of August1, 2018, with 50% of the award opportunity in the form of performance stock units (PSUs). The Committee and the independent members of the Board approved the special award to Mr.Vestberg to provide an additional one-time incentive to reward performance that creates long-term shareholder value. The special award was granted to the terms and conditions of the 2017 Verizon Communications Inc. Long-Term Incentive Plan.

The PSUs represent shares of Verizon stock that may become payable after the completion of a five-year performance cycle ending on July31, 2023, provided that Mr.Vestberg remains actively employed throughout the cycle, subject to the terms of the grant agreement. The number of PSUs that vest at the end of the five-year performance cycle will be determined based on Verizon’s average annual return on equity (ROE) during the performance cycle. The PSUs will not vest unless Verizon’s average annual ROE meets the minimum threshold percentage of 18.0%. A maximum of up to two times the nominal number of PSUs granted will vest if Verizon’s average annual ROE is at least 38.0% at the conclusion of the performance cycle.

The value of each PSU is equal to the fair market value of a share of Verizon’s common stock on the date of the grant and will change as the value of Verizon’s common stock changes. All PSUs that vest at the end of the five-year performance cycle, including accrued dividend equivalents on the vested portion of the grant, will be settled in shares of Verizon common stock. To the extent any common stock is issued, the grant agreement requires that Mr.Vestberg hold such shares for two years following the vesting date. If 50% of the PSUs vest, based on Verizon’s closing stock price on August1, 2018, the PSUs would have a value of approximately $10million, plus accrued dividends.

On January1, 2019, after his retirement from Verizon, Mr.McAdam will become the Non-Executive Chairman of the Board. In connection with the transition, the Committee also recommended, and the independent members of the Board approved, the compensation package for Mr.McAdam as Non-Executive Chairman of the Board. As Non-Executive Chairman, Mr.McAdam will receive the standard compensation paid to all non-employee Directors of Verizon, including an annual cash retainer of $125,000 and an annual equity award valued at $175,000 on the date of grant. In addition, Mr.McAdam will receive an annual Non-Executive Chairman retainer of $200,000 in cash.

Mr.Vestberg, 52, joined Verizon in April 2017 as Verizon’s Executive Vice President, President of Global Networks and Chief Technology Officer and has held that position since that date. Prior to joining Verizon, Mr.Vestberg served as President and Chief Executive Officer of Ericsson from 2010 to 2016. Mr.Vestberg also served as Chief Financial Officer of Ericsson from 2007 to 2009.

About Verizon Communications Inc. (NYSE:VZ)

Verizon Communications Inc. (Verizon) is a holding company. The Company, through its subsidiaries, provides communications, information and entertainment products and services to consumers, businesses and governmental agencies. The Company offers voice, data and video services and solutions on its wireless and wireline networks. The Company’s segments include Wireless and Wireline. The Wireless segment offers communications products and services, including wireless voice and data services and equipment sales that are provided to consumer, business and government customers across the United States. The Wireline’s segment offers voice, data and video communications products and services, such as broadband video and data, corporate networking solutions, data center and cloud services, security and managed network services and local and long distance voice services. The Company provides these products and services to consumers as well as to carriers, businesses and government customers.