United States securities and exchange commission logo
September 2, 2022
Hans Vestberg
Chief Executive Officer
Verizon Communications Inc.
1095 Avenue of the Americas, 8th Floor
New York, New York 10036
Re: Verizon
Communications Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 28,
2022
File No. 001-08606
Dear Mr. Vestberg:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 28, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Independent Lead Director is brought to
bear in connection with
your board s role in risk oversight.
2. Please expand upon the
role that your Independent Lead Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Independent Lead
Director may:
represent the
board in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
Hans Vestberg
Verizon Communications Inc.
September 2, 2022
Page 2
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
to whom the Chief Compliance Officer reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at
202-551-
3412 with any questions.
FirstName LastNameHans Vestberg Sincerely,
Comapany NameVerizon Communications Inc.
Division of
Corporation Finance
September 2, 2022 Page 2 Disclosure
Review Program
FirstName LastName