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 |
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 2024 Annual Meeting of Shareholders of Verizon Communications Inc. held on May 9, 2024, the following items were submitted to a vote of shareholders.
The number of shares of common stock present at the meeting was 3,437,097,432 or 81.66% of the shares of common stock outstanding on March 11, 2024, 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 |
2,547,013,517 | 155,719,182 | 15,277,507 | 719,087,226 | ||||
Roxanne Austin |
2,585,748,112 | 115,994,238 | 16,267,856 | 719,087,226 | ||||
Mark Bertolini |
2,637,892,483 | 64,910,590 | 15,207,133 | 719,087,226 | ||||
Vittorio Colao |
2,623,944,181 | 75,099,199 | 18,966,826 | 719,087,226 | ||||
Laxman Narasimhan |
2,602,890,886 | 96,316,762 | 18,802,558 | 719,087,226 | ||||
Clarence Otis, Jr. |
2,533,372,347 | 168,228,285 | 16,409,574 | 719,087,226 | ||||
Daniel Schulman |
2,633,651,503 | 68,360,157 | 15,998,546 | 719,087,226 | ||||
Rodney Slater |
2,548,099,728 | 151,934,947 | 17,975,531 | 719,087,226 | ||||
Carol Tomé |
2,662,396,696 | 39,875,559 | 15,737,951 | 719,087,226 | ||||
Hans Vestberg |
2,452,429,353 | 237,522,878 | 28,057,975 | 719,087,226 |
| (b) | The proposal regarding the advisory vote to approve executive compensation was approved with 2,451,280,357 votes for, 245,825,042 votes against, 20,904,807 abstentions and 719,087,226 broker non-votes. |
| (c) | The appointment of Ernst & Young LLP as independent registered public accounting firm for 2024 was ratified with 3,182,061,082 votes for, 178,694,259 votes against and 76,342,091 abstentions. |
| (d) | The shareholder proposal regarding a prohibition on political contributions study was defeated with 167,023,454 votes for, 2,442,434,158 votes against, 108,552,594 abstentions and 719,087,226 broker non-votes. |
| (e) | The shareholder proposal regarding a lobbying activities report was defeated with 923,157,397 votes for, 1,741,639,843 votes against, 53,212,966 abstentions and 719,087,226 broker non-votes. |
| (f) | The shareholder proposal regarding an amendment to the clawback policy was defeated with 878,127,232 votes for, 1,800,571,410 votes against, 39,311,564 abstentions and 719,087,226 broker non-votes. |
| (g) | The shareholder proposal regarding an independent Board chair was defeated with 1,165,666,210 votes for, 1,531,019,039 votes against, 21,324,957 abstentions and 719,087,226 broker non-votes. |
| (h) | The shareholder proposal regarding civil liberties in digital services was defeated with 123,051,316 votes for, 2,536,867,542 votes against, 58,091,348 abstentions and 719,087,226 broker non-votes. |
| (i) | The shareholder proposal regarding a lead-sheathed cable report was defeated with 388,696,949 votes for, 2,269,452,984 votes against, 59,860,273 abstentions and 719,087,226 broker non-votes. |
| (j) | The shareholder proposal regarding political expenditures misalignment was defeated with 464,605,493 votes for, 2,207,013,084 votes against, 46,391,629 abstentions and 719,087,226 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 13, 2024 | By | /s/ William L. Horton, Jr. | ||||
| William L. Horton, Jr. | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||