Form 8-K VERIZON COMMUNICATIONS For: May 02
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 2, 2019
(Date of earliest event reported)
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1095 Avenue of the Americas
New York, New York
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (212) 395-1000
(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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.10 par value||VZ|| |
New York Stock Exchange
The NASDAQ Global Select Market
|2.375% Notes due 2022||VZ 22A||New York Stock Exchange|
|0.500% Notes due 2022||VZ 22B||New York Stock Exchange|
|1.625% Notes due 2024||VZ 24B||New York Stock Exchange|
|4.073% Notes due 2024||VZ 24C||New York Stock Exchange|
|0.875% Notes due 2025||VZ 25||New York Stock Exchange|
|3.25% Notes due 2026||VZ 26||New York Stock Exchange|
|1.375% Notes due 2026||VZ 26B||New York Stock Exchange|
|0.875% Notes due 2027||VZ 27E||New York Stock Exchange|
|1.375% Notes due 2028||VZ 28||New York Stock Exchange|
|1.875% Notes due 2029||VZ 29B||New York Stock Exchange|
|1.250% Notes due 2030||VZ 30||New York Stock Exchange|
|2.625% Notes due 2031||VZ 31||New York Stock Exchange|
|2.500% Notes due 2031||VZ 31A||New York Stock Exchange|
|4.75% Notes due 2034||VZ 34||New York Stock Exchange|
|3.125% Notes due 2035||VZ 35||New York Stock Exchange|
|3.375% Notes due 2036||VZ 36A||New York Stock Exchange|
|2.875% Notes due 2038||VZ 38B||New York Stock Exchange|
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting held on May 2, 2019, the following items were submitted to a vote of shareholders.
The number of common shares present at the meeting was 3,606,400,931 or 87.23% of the common shares outstanding on March 4, 2019, the record date for the meeting.
The following nominees were elected to serve on the Board of Directors:
|Name of Nominee||Votes Cast For||Votes Cast Against||Abstentions||Non-Votes|
Shellye L. Archambeau
Mark T. Bertolini
Melanie L. Healey
Clarence Otis, Jr.
Daniel H. Schulman
Rodney E. Slater
Kathryn A. Tesija
Hans E. Vestberg
Gregory G. Weaver
The appointment of Ernst & Young LLP as independent registered public accounting firm for 2019 was ratified with 3,511,289,779 votes for, 81,862,500 votes against and 13,248,652 abstentions.
The proposal regarding the Advisory Vote to Approve Executive Compensation was approved with 2,553,023,942 votes for, 272,114,132 votes against, 23,085,296 abstentions and 758,177,561 broker non-votes.
The shareholder proposal regarding Nonqualified Savings Plan Earnings was defeated with 757,374,972 votes for, 2,045,045,778 votes against, 45,802,620 abstentions and 758,177,561 broker non-votes.
The shareholder proposal regarding an Independent Chair was defeated with 959,144,440 votes for, 1,783,904,069 votes against, 105,174,862 abstentions and 758,177,561 broker non-votes.
The shareholder proposal regarding a Report on Online Child Exploitation was defeated with 940,531,469 votes for, 1,834,242,465 votes against, 73,449,437 abstentions and 758,177,561 broker non-votes.
The shareholder proposal regarding Cybersecurity and Data Privacy was defeated with 348,325,928 votes for, 2,449,904,832 votes against, 49,992,610 abstentions and 758,177,561 broker non-votes.
The shareholder proposal regarding a Severance Approval Policy was defeated with 1,042,040,590 votes for, 1,780,145,366 votes against, 26,037,415 abstentions and 758,177,561 broker non-votes.
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, thereunto duly authorized.
Date: May 8, 2019
/s/ William L. Horton, Jr.
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel and