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 13, 2021
(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)|
Registrant’s 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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|
|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|
|1.125% Notes due 2028||VZ28A||New York Stock Exchange|
|1.875% Notes due 2029||VZ29B||New York Stock Exchange|
|0.375% Notes due 2029||VZ29D||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|
|0.750% Notes due 2032||VZ32A||New York Stock Exchange|
|1.300% Notes due 2033||VZ33B||New York Stock Exchange|
|4.750% Notes due 2034||VZ34||New York Stock Exchange|
|3.125% Notes due 2035||VZ35||New York Stock Exchange|
|1.125% Notes due 2035||VZ35A||New York Stock Exchange|
|3.375% Notes due 2036||VZ36A||New York Stock Exchange|
|2.875% Notes due 2038||VZ38B||New York Stock Exchange|
|1.875% Notes due 2038||VZ38C||New York Stock Exchange|
|1.500% Notes due 2039||VZ39C||New York Stock Exchange|
|3.500% Fixed Rate Notes due 2039||VZ39D||New York Stock Exchange|
|1.850% Notes due 2040||VZ40||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. ☐
Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders of Verizon Communications Inc. held on May 13, 2021, the following items were submitted to a vote of shareholders.
The number of common shares present at the meeting was 3,463,344,629 or 83.65% of the common shares outstanding on March 15, 2021, 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
Roxanne S. Austin
Mark T. Bertolini
Melanie L. Healey
Clarence Otis, Jr.
Daniel H. Schulman
Rodney E. Slater
Hans E. Vestberg
Gregory G. Weaver
The proposal regarding the Advisory Vote to Approve Executive Compensation was approved with 2,556,473,582 votes for, 207,460,171 votes against, 22,876,844 abstentions and 676,534,032 broker non-votes.
The appointment of Ernst & Young LLP as independent registered public accounting firm for 2021 was ratified with 3,275,839,425 votes for, 170,659,086 votes against and 16,846,118 abstentions.
The shareholder proposal regarding Shareholder Action by Written Consent was defeated with 974,294,087 votes for, 1,782,735,591 votes against, 29,780,919 abstentions and 676,534,032 broker non-votes.
The shareholder proposal regarding an Amendment to the Clawback Policy was defeated with 1,014,822,176 votes for, 1,740,586,156 votes against, 31,402,265 abstentions and 676,534,032 broker non-votes.
The shareholder proposal regarding Shareholder Ratification of Annual Equity Awards was defeated with 1,051,634,546 votes for, 1,706,772,519 votes against, 28,403,532 abstentions and 676,534,032 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 hereunto duly authorized.
|VERIZON COMMUNICATIONS INC.|
|Date: May 18, 2021||By|
/s/ William L. Horton, Jr.
|William L. Horton, Jr.|
Senior Vice President, Deputy General Counsel and Corporate Secretary