Form DEFA14A VERIZON COMMUNICATIONS

(1)      Title of each class of securities to which transaction applies:

(2)      Aggregate number of securities to which transaction applies:

(3)      Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount           on which the filing fee is calculated and state how it was determined):

(4)      Proposed maximum aggregate value of transaction:

(5)      Total fee paid:

(1)      Amount Previously Paid:

(2)      Form, Schedule or Registration Statement No.:

(3)      Filing Party:

(4)      Date Filed:

Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

William L. Horton, Jr.

Senior Vice President, Deputy General

Counsel & Corporate Secretary

Item 4: Shareholder Action by Written Consent requests that Verizon permit holders of a majority of outstanding shares to take action by written consent. Verizon’s Board believes that this proposal is unnecessary in light of the robust, shareholder-friendly policies and practices already in place to protect Verizon’s shareholders. Shareholders owning an aggregate of 15% or more of the company’s outstanding stock, which is far fewer shares than the majority contemplated by the proposal, already have the ability to call a special meeting and cause important matters to be addressed in a forum that permits the involvement of all shareholders and constructive engagement with the Board and management. In addition, Verizon’s bylaws provide for a proxy access right with market terms, and we have a proactive year-round engagement program that includes the participation of our independent Lead Director, Clarence Otis, Jr., or other Directors, when requested and appropriate.

Implementation of the proposal would put Verizon in the minority of Russell 3000 companies benchmarked by ISS, and ISS does not provide any compelling reason for deviating from Verizon’s current majority-practice position. In its analysis, ISS cites a benchmarking review of Russell 3000 companies as support for the written consent proposal, when the benchmarking clearly shows that only 26% of such companies provide a shareholder right to act by less than unanimous written consent, as requested by the proposal. Verizon’s current practice is in line with the majority practice of 74% of companies included in this analysis. In fact, benchmarking data was reviewed and

ISS acknowledges that Verizon has already adopted robust, shareholder-friendly governance policies and practices. ISS states that it “considers the company’s current governance practices when evaluating shareholder proposals to act by written consent.” ISS then lists the robust, shareholder-friendly policies and practices, including:

annual election of all Directors by majority voting;

a proxy access right;

no supermajority voting provisions;

no poison pill; and

a right to call a special meeting for a group of shareholders owning an aggregate of 15% or more of the company’s outstanding stock.

Verizon does not have a poison pill or other antitakeover provisions, which ISS cites as the primary justification for supporting the written consent right. ISS states that “[b]eneficial tender offers may be precluded because of a bidder’s inability to take action by written consent to remove certain impediments to completion of an offer, such as a poison pill or other antitakeover provisions.” However, the reference to a poison pill is irrelevant because Verizon does not have a poison pill, as clearly disclosed on pages iv and 63 of the 2021 proxy statement, and moreover, if a poison pill were to be adopted by our Board, it would have to be approved by shareholders within one year and then re-approved every three years. ISS also refers to “other antitakeover provisions,” but it is unclear what these are, and Verizon does not believe it has any such antitakeover provisions in place.

Item 5: Amend Clawback Policy requests that Verizon change the standard of conduct for senior executives in its clawback policies. Verizon already has broad clawback policies that can be triggered not only in the event that the company is required to materially restate its financial results because of an executive’s willful misconduct or gross negligence, but also if a senior executive engages in willful misconduct that results in significant reputational or financial harm to Verizon. The proposal requests that Verizon amend its existing clawback policies to remove the requirement of personal fault and provide that mere “conduct” – rather than “willful misconduct” – resulting in significant reputational or financial harm to Verizon would be sufficient to trigger the policies’ application. The Board believes that the company’s existing clawback policies strike the

ISS mischaracterizes Verizon’s current clawback policies, the proponent’s own characterization of Verizon’s current clawback policies, and the effect the proposal would have. Verizon’s current clawback policies are clearly described in the Board’s position on page 65 of the 2021 proxy statement as follows, with emphasis added in italics:

Verizon’s clawback policy for senior executives gives Verizon the right to cancel and/or demand reimbursement of cash and equity incentive compensation if the Human Resources Committee of the Board determines that the senior executive engaged in willful misconduct in connection with the performance of his or her duties that resulted in significant reputational or financial harm to the Company.

An additional clawback policy that applies to executives’ equity grants under Verizon’s Long-Term Plan requires the cancellation and/or repayment of the executive’s cash and equity incentive compensation if the Committee determines that Verizon was required to materially restate its financial results because of the executive’s willful misconduct or gross negligence.

When Verizon’s existing clawback policies and the effect that the proposal would have are correctly taken into account, the rationale provided by ISS for supporting the proposal boils down to the disclosure provision, and this is not a compelling argument. As described above, the Board believes that mandating disclosure of its deliberations with respect to specific decisions to claw back compensation would increase litigation and reputational risk to Verizon and have a potential chilling effect on the Board’s deliberations. Moreover, the Board believes that the proposal would exacerbate this concern, because it would expand the type of conduct covered by the clawback policies even further, resulting in required disclosure of deliberations that are likely to be even more sensitive.

Item 6: Shareholder Ratification of Annual Equity Awards requests that the company amend its long-standing policy requiring shareholder ratification of any executive’s severance benefits with a total cash value exceeding 2.99 times the sum of base salary plus target short-term incentive opportunity to include the value of outstanding equity awards in the calculation of severance benefits.

Verizon implemented pro-rated vesting of equity awards on involuntary terminations of employment without cause starting with the 2020 awards. This change results in executives whose employment is terminated without cause outside of a change of control retaining only a portion of their outstanding equity awards based on the period of time they provide services to the company, as opposed to allowing executives to retain the full acceleration value of their awards on separation, which the Board believes already addresses the primary concern raised by the proponent.

This proposal could create increased risk for shareholders. The proposal directly conflicts with Verizon’s shareholder-approved, broad-based Long-Term Incentive Plan, which expressly provides for acceleration of outstanding equity awards in the event of an involuntary termination following a change in control of the company. The Board believes, and our shareholders have agreed, that this provision encourages our executive officers, who might be distracted by a potential loss of employment, to remain with the company and diligently work to achieve Board- and shareholder- approved goals, including completing a transformative transaction and any related transition process.

This proposal could put Verizon at a competitive disadvantage. Under Verizon’s pay for performance program, our executive officers receive more than half of their annual total compensation opportunity in the form of equity awards. By requiring shareholder ratification of these awards every year, the proposal introduces uncertainty and risk into the compensation program. The Board believes that this could adversely affect the company’s ability to recruit and retain executive talent.