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
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On May4, 2017, the shareholders of Verizon Communications
Inc. (Verizon) approved the Verizon 2017 Long-Term Incentive Plan
(the Plan) at the annual meeting of shareholders (the Annual
Meeting). The Plan became effective immediately upon shareholder
approval.
The Plan is described in Item 5 of Verizons Definitive Proxy
Statement filed with the Securities and Exchange Commission on
March20, 2017 (the 2017 Proxy Statement). The descriptions of the
Plan contained herein and in the 2017 Proxy Statement are
qualified in their entirety by reference to the full text of the
Plan, a copy of which was filed as Appendix B to the 2017 Proxy
Statement and is incorporated by reference herein.
Item5.07. Submission of Matters to a Vote of Security
Holders.
At the 2017 Annual Meeting, the following items were submitted to
a vote of shareholders.
The number of common shares present at the meeting was
3,509,929,517 or 86.04% of the common shares outstanding on
March6, 2017, 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 | VotesCastAgainst | Abstentions | Non-Votes | ||||||||||||
|
ShellyeL.Archambeau |
2,683,684,889 | 52,260,633 | 16,118,226 | 757,865,769 | ||||||||||||
|
Mark T. Bertolini |
2,687,184,817 | 48,393,104 | 16,485,827 | 757,865,769 | ||||||||||||
|
Richard L. Carrin |
2,642,456,284 | 93,280,402 | 16,327,062 | 757,865,769 | ||||||||||||
|
Melanie L. Healey |
2,685,044,281 | 51,588,693 | 15,430,774 | 757,865,769 | ||||||||||||
|
M. Frances Keeth |
2,652,282,700 | 83,537,973 | 16,243,075 | 757,865,769 | ||||||||||||
|
Karl-Ludwig Kley |
2,652,940,185 | 82,453,166 | 16,670,397 | 757,865,769 | ||||||||||||
|
Lowell C. McAdam |
2,544,958,626 | 177,350,083 | 29,755,039 | 757,865,769 | ||||||||||||
|
Clarence Otis, Jr. |
2,653,977,913 | 81,698,620 | 16,387,215 | 757,865,769 | ||||||||||||
|
Rodney E. Slater |
2,676,289,226 | 58,996,367 | 16,778,155 | 757,865,769 | ||||||||||||
|
Kathryn A. Tesija |
2,684,901,194 | 50,970,157 | 16,192,397 | 757,865,769 | ||||||||||||
|
Gregory D. Wasson |
2,681,545,722 | 53,554,234 | 16,963,792 | 757,865,769 | ||||||||||||
|
Gregory G. Weaver |
2,687,624,543 | 47,223,711 | 17,215,494 | 757,865,769 |
| (b) |
The appointment of Ernst Young LLP as independent registered public accounting firm for 2017 was ratified with 3,395,147,476 votes for, 99,118,847 votes against and 15,663,194 abstentions. |
| (c) |
The proposal regarding the Advisory Vote to Approve Executive Compensation was approved with 2,552,204,946 votes for, 175,565,072 votes against, 24,293,730 abstentions and 757,865,769 broker non-votes. |
| (d) |
The votes cast on the proposal regarding the Frequency of Future Advisory Votes to Approve Executive Compensation were as follows: 2,412,705,572 votes for every year, 17,496,446 votes for every two years, 296,735,867 votes for every three years, 25,125,863 abstentions and 757,865,769 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. |
| (e) |
The proposal regarding the Approval of Verizons 2017 Long-Term Incentive Plan was approved with 2,439,320,437 votes for, 288,415,411 votes against, 24,327,900 abstentions and 757,865,769 broker non-votes. |
| (f) |
The shareholder proposal regarding a Human Rights Committee was defeated with 159,235,961 votes for, 2,472,694,092 votes against, 120,133,695 abstentions and 757,865,769 broker non-votes. |
| (g) |
The shareholder proposal regarding a Report on Greenhouse Gas Reduction Targets was defeated with 398,390,443 votes for, 2,252,628,051 votes against, 101,045,254 abstentions and 757,865,769 broker non-votes. |
| (h) |
The shareholder proposal regarding Special Shareowner Meetings was defeated with 1,357,976,190 votes for, 1,366,234,871 votes against, 27,852,687 abstentions and 757,865,769 broker non-votes. |
| (i) |
The shareholder proposal regarding the Executive Compensation Clawback Policy was defeated with 917,187,719 votes for, 1,805,790,845 votes against, 29,085,184 abstentions and 757,865,769 broker non-votes. |
| (j) |
The shareholder proposal regarding a Stock Retention Policy was defeated with 836,557,823 votes for, 1,883,250,746 votes against, 32,255,179 abstentions and 757,865,769 broker non-votes. |
| (k) |
The shareholder proposal regarding a Limit on Matching Contributions for Executives was defeated with 219,550,025 votes for, 2,506,461,445 votes against, 26,052,278 abstentions and 757,865,769 broker non-votes. |
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. Verizon Communications Inc. (NYSE:VZ) Recent Trading Information
Verizon Communications Inc. (NYSE:VZ) closed its last trading session up +0.01 at 46.43 with 14,348,978 shares trading hands.