Verizon Communications Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees (Shellye Archambeau, Roxanne Austin, Mark Bertolini, Vittorio Colao, Caroline Litchfield, Jennifer Mann, Laxman Narasimhan, Daniel Schulman, Carol Tomé) to the Board for one-year terms.

2. 2

   Advisory vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of Verizon’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to approve, on a non-binding advisory basis, the disclosed compensation of Verizon’s named executive officers. Management seeks shareholder endorsement to validate its pay-for-performance approach and to reinforce the compensation framework described in the Compensation Discussion and Analysis and tables. The Board and Human Resources Committee argue the program is designed to align executives’ interests with long-term shareholder value via a heavy weighting toward variable, incentive-based pay (approximately 90% of opportunity), using short-term corporate metrics and multi-year PSU/RSU awards tied to adjusted EPS, free cash flow and wireless service revenue, with a TSR modifier. Key context includes a CEO transition in 2025 and tailored make-whole and CEO awards for the incoming CEO, designed to attract and retain leadership during the Frontier acquisition integration. A vote FOR supports management’s view that compensation design appropriately balances retention, performance incentives, governance safeguards (clawbacks, no tax gross-ups, stock ownership guidelines) and competitive benchmarking. The vote is advisory; the Board will consider results and shareholder feedback in future compensation decisions.

3. 3

   Approval of Verizon’s 2026 Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Long-Term Incentive Plan and authorize issuance of an additional 95,000,000 shares for stock-based awards under the plan.

   More detail

   This management proposal requests shareholder approval of Verizon’s 2026 Long-Term Incentive Plan, including authorization for an additional 95 million shares. Management argues the LTIP is necessary to continue granting performance stock units, restricted stock units, options, SARs and other equity awards to attract, retain and motivate employees and align their interests with shareholders. The Plan replaces the 2017 LTIP and includes features intended to protect shareholders: a 10-year term, no evergreen automatic increases, double-trigger change-in-control treatment (no single-trigger acceleration), clawback language, limits on non-employee director award values, and anti-repricing provisions. The Committee retains broad discretion over award terms, performance metrics, and adjustment mechanics for corporate events; share-counting rules restore shares on forfeiture but exclude shares used to pay option exercise prices or tax withholding. Approving the Plan also consolidates remaining 2017 LTIP availability into the successor plan. The Board recommends FOR because management views equity incentives as critical to long-term performance, while the large requested share reserve (and potential dilution) and broad Committee discretion represent the primary governance considerations for investors evaluating the proposal. The Board frames the plan’s safeguards and per-participant limits as mitigation for dilution and governance risk.

4. 4

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm for 2026.

5. 5

   Board oversight of material issues related to climate change

   Shareholder — Green Century Equity FundBoard: AGAINST

   Shareholder request (Green Century Equity Fund) that Verizon’s Board issue a report describing how the board oversees material climate-related issues, including alignment of operational and supply chain emissions with company goals and disclosure of metrics/policies monitored.

   More detail

   The proponent (Green Century) argues Verizon has reduced outward sustainability disclosure in 2025 and lacks a published implementation plan for Scope 3 reductions despite net-zero and interim Scope 3 targets; it requests a board-level report describing governance oversight, alignment of operational and supply-chain emissions with targets, and metrics/policies monitored. Management counters that Verizon already discloses extensive climate governance and oversight across the Board and committees (Audit, Corporate Governance and Policy, Finance), provides a 2025 TCFD Report, Responsible Business updates, Green Bond reporting, and has public emissions targets (net-zero by 2035, 100% renewable electricity by 2030, Scope 3 reduction goals) — therefore the requested report would largely duplicate existing information. The controversy concerns sufficiency and granularity of forward-looking implementation details for value-chain emissions (Scope 3) and whether board-level reporting should be expanded beyond current TCFD and related disclosures. Investors evaluating the proposal should weigh the incremental informational value of a standalone board report against Verizon’s existing disclosures and its publicly-stated targets, and consider the potential benefit of more detailed transition plans for Scope 3 versus the cost/duplication risks management cites.

6. 6

   Independent board chair

   Shareholder — National Legal and Policy CenterBoard: AGAINST

   Shareholder request (National Legal and Policy Center) that Verizon adopt a policy requiring separation of the Chair and CEO offices and that the Chair be an independent director who is not a former CEO.

   More detail

   The proponent seeks a formal policy requiring separation of Chair and CEO and selection of an independent Chair who is not a former CEO, arguing combined roles concentrate power and weaken oversight, with investor and proxy-advisor support. Management opposes a binding policy, arguing leadership structure should remain flexible, considered case-by-case, and noting the Board recently appointed an independent Chair after the CEO transition, demonstrating effective current practice; it also cites other governance safeguards (lead director, committee oversight). The substantive governance issue is whether a mandatory structural rule adds meaningful independent oversight beyond current practices and director engagement, balanced against the loss of Board flexibility to select the most suitable leadership model in changing strategic circumstances. Investors should weigh the incremental governance benefits of a mandatory independent chair policy against the Board’s argument that flexibility enabled a timely appointment of an independent Chair during a leadership transition.

7. 7

   Risks of non-fiduciary executive compensation metrics

   Shareholder — American Family AssociationBoard: AGAINST

   Shareholder request (American Family Association) that the Board commission a report evaluating risks to shareholder value, reputation, and legal compliance from incorporating ESG and DEI metrics into executive compensation.

   More detail

   The proponent (American Family Association) argues that tying executive pay to ESG/DEI metrics risks diverting management attention from core financial performance and may introduce legal, reputational and strategic risks; it requests a board-commissioned report evaluating these risks. Management responds that Verizon does not currently use quantitative DEI or ESG targets in its 2025 STI or LTI programs (only qualitative strategic/culture goals) and removed supplier diversity and workforce diversity quantitative goals, so the requested evaluation would assess a non-existent or already-updated policy. The core controversy is whether any residual or qualitative non-financial goals embedded in compensation create material risk and whether independent review is warranted. Investors should assess whether the company’s public statements and the removal of certain quantitative metrics sufficiently mitigate the governance and legal risks the proponent highlights, or whether an independent risk assessment would provide meaningful assurance given evolving regulatory and stakeholder expectations.

Upcoming shareholder meetings at Verizon Communications Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Verizon Communications Inc 2026 annual meeting?

Verizon Communications Inc (VZ) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Verizon Communications Inc 2026 meeting?

The record date for the Verizon Communications Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Verizon Communications Inc's 2026 meeting?

The board is presenting 9 director nominees at the Verizon Communications Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Verizon Communications Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Verizon Communications Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.