8-K

 

 

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: May 7, 2015

(Date of earliest event reported)

VERIZON COMMUNICATIONS INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-8606 23-2259884
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer Identification No.)

1095 Avenue of the Americas

New York, New York

10036

(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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2015, Randal S. Milch, executive vice president and strategic policy advisor to Mr. Lowell C. McAdam, Verizon’s Chairman and Chief Executive Officer, announced his plans to retire, effective later in May 2015.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At Verizon’s 2015 Annual Meeting of Shareholders, the following items were submitted to a vote of shareholders.

The number of common shares present at the meeting was 3,432,379,451 or 84.20% of the common shares outstanding on March 9, 2015, the record date for the meeting.

 

(a) 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

2,669,578,553 64,850,484 19,349,986 678,600,428

Mark T. Bertolini

2,680,453,385 53,214,072 20,111,566 678,600,428

Richard L. Carrión

2,643,497,974 89,484,372 20,796,677 678,600,428

Melanie L. Healey

2,677,988,430 57,095,015 18,695,578 678,600,428

M. Frances Keeth

2,660,118,673 72,697,717 20,962,633 678,600,428

Lowell C. McAdam

2,599,407,433 120,984,640 33,386,950 678,600,428

Donald T. Nicolaisen

2,661,496,106 71,914,216 20,368,701 678,600,428

Clarence Otis, Jr.

2,669,038,467 64,450,948 20,289,608 678,600,428

Rodney E. Slater

2,669,096,639 64,177,234 20,505,150 678,600,428

Kathryn A. Tesija

2,671,054,754 63,339,049 19,385,220 678,600,428

Gregory D. Wasson

2,678,049,187 55,280,450 20,449,386 678,600,428

 

(b) The appointment of Ernst & Young LLP as independent registered public accounting firm for 2015 was ratified with 3,351,219,004 votes for, 60,088,535 votes against and 21,071,912 abstentions.

 

(c) The proposal regarding the Advisory Vote to Approve Executive Compensation was approved with 2,536,582,455 votes for, 184,400,864 votes against, 32,795,704 abstentions and 678,600,428 broker non-votes.

 

(d) The shareholder proposal regarding the Network Neutrality Report was defeated with 590,468,934 votes for, 1,958,342,660 votes against, 204,967,429 abstentions and 678,600,428 broker non-votes.

 

(e) The shareholder proposal regarding the Political Spending Report was defeated with 830,910,678 votes for, 1,777,224,289 votes against, 145,644,056 abstentions and 678,600,428 broker non-votes.

 

(f) The shareholder proposal regarding the Severance Approval Policy was defeated with 949,039,393 votes for, 1,775,474,718 votes against, 29,264,912 abstentions and 678,600,428 broker non-votes.

 

(g) The shareholder proposal regarding the Stock Retention Policy was defeated with 652,831,182 votes for, 2,065,042,238 votes against, 35,905,603 abstentions and 678,600,428 broker non-votes.

 

(h) The shareholder proposal regarding Shareholder Action by Written Consent was defeated with 1,187,465,558 votes for, 1,526,976,596 votes against, 39,336,869 abstentions and 678,600,428 broker non-votes.


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.

 

Verizon Communications Inc.

(Registrant)
Date:             May 13, 2015            

/s/ William L. Horton, Jr.

 

William L. Horton, Jr.

 

Senior Vice President, Deputy General Counsel

 

and Corporate Secretary