UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 5, 2019
(Date of earliest event reported)
Verizon Communications Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 1-8606 | | 23-2259884 |
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(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1095 Avenue of the Americas New York, New York | | | | 10036 |
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(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 395-1000
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:
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Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
Common Stock, par value $0.10 | | VZ | | New York Stock Exchange |
Common Stock, par value $0.10 | | VZ | | The NASDAQ Global Select Market |
2.375% Notes due 2022 | | VZ22A | | New York Stock Exchange |
0.500% Notes due 2022 | | VZ22B | | New York Stock Exchange |
1.625% Notes due 2024 | | VZ24B | | New York Stock Exchange |
4.073% Notes due 2024 | | VZ24C | | New York Stock Exchange |
0.875% Notes due 2025 | | VZ25 | | New York Stock Exchange |
3.250% Notes due 2026 | | VZ26 | | New York Stock Exchange |
1.375% Notes due 2026 | | VZ26B | | New York Stock Exchange |
0.875% Notes due 2027 | | VZ27E | | New York Stock Exchange |
1.375% Notes due 2028 | | VZ28 | | New York Stock Exchange |
1.875% Notes due 2029 | | VZ29B | | New York Stock Exchange |
1.250% Notes due 2030 | | VZ30 | | New York Stock Exchange |
1.875% Notes due 2030 | | VZ30A | | New York Stock Exchange |
2.625% Notes due 2031 | | VZ31 | | New York Stock Exchange |
2.500% Notes due 2031 | | VZ31A | | New York Stock Exchange |
0.875% Notes due 2032 | | VZ32 | | New York Stock Exchange |
4.750% Notes due 2034 | | VZ34 | | New York Stock Exchange |
3.125% Notes due 2035 | | VZ35 | | New York Stock Exchange |
3.375% Notes due 2036 | | VZ36A | | New York Stock Exchange |
2.875% Notes due 2038 | | VZ38B | | New York Stock Exchange |
1.500% Notes due 2039 | | VZ39C | | New York Stock Exchange |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 5, 2019, the Board of Directors of Verizon Communications Inc. (Verizon) elected Carol B. Tomé, former Chief Financial Officer and Executive Vice President - Corporate Services of The Home Depot, Inc., as a director, effective January 1, 2020. As a director, Ms. Tomé will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2019. Ms. Tomé has not yet been named to a Board committee.
On May 2, 2019, Vittorio Colao was elected to the Board of Directors of Verizon at the company’s Annual Meeting of Shareholders. On December 5, 2019, the Board of Directors of Verizon appointed Mr. Colao to the Corporate Governance and Policy and Finance Committees of the Board, effective on that date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2019, the Board of Directors of Verizon amended and restated the company’s Bylaws, effective on that date. The amendments change the window within which an annual meeting may be advanced or delayed from the anniversary of the previous year’s annual meeting from twenty-five (25) days before or after the anniversary of the previous year’s annual meeting to thirty (30) days before, or sixty (60) days after, the anniversary of the previous year’s annual meeting without changing the general notice period for a stockholder to provide timely notice of nominations or other business proposed to be brought before the annual meeting. The amendments also include certain other clarifying and conforming changes.
This description is qualified in its entirety by reference to the text of the company’s amended and restated Bylaws, which are attached as Exhibit 3b to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
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| | | | | | Verizon Communications Inc. |
| | | | | | (Registrant) |
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Date: | | December 5, 2019 | | | | /s/ William L. Horton, Jr. |
| | | | | | William L. Horton, Jr. |
| | | | | | Senior Vice President, Deputy General Counsel and Corporate Secretary |
