In addition to Verizon's core governance documents, the Board and its Committees have adopted specific policies on executive severance agreements and the independence of its compensation consultant; business conduct and ethics; and interim vote tallies.
Verizon’s policy on an advisory vote related to executive compensation can be found in our Corporate Governance Guidelines.
Policy on Executive Severance Agreements
The Corporation will not enter into any new employment agreement or severance agreement with an executive officer that provides for severance benefits exceeding 2.99 times the sum of the executive's base salary plus non-equity incentive plan payment, without seeking shareholder ratification of the agreement. "Severance benefits" include:
- Payments in connection with the termination of the executive's employment
- Payments for any consulting services
- Payments to secure an agreement not to compete with Verizon
- Payments to settle any litigation or claim
- Payments or benefits that are not generally available to similarly situated management employees
- Payments in excess of, or outside of, the terms of a plan or policy
- Payments to offset tax liability in respect of any of the foregoing
Policy on Executive Compensation Consultant
During the tenure of the Human Resources Committee's independent outside compensation consultant, the consultant shall not provide any services to the Corporation other than the services provided to the Committee.
Business Conduct and Ethics
Verizon is committed to operating our business with the highest level of integrity, responsibility and accountability. We have adopted a strict Code of Conduct that applies to all employees, including the CEO, the Chief Financial Officer and the Controller. The Code of Conduct describes each employee’s responsibility to conduct business with the highest ethical standards and provides guidance in preventing, reporting and remediating potential compliance violations in key areas. Directors are expected to act in compliance with the spirit of the Code of Conduct, as well as comply with the specific ethical provisions of the Corporate Governance Guidelines. The Code of Conduct and Corporate Governance Guidelines are available on this website.
The Board is strongly predisposed against waiving any of the business conduct and ethics provisions applicable to Directors or executive officers. In the event of a waiver, we will promptly disclose the Board’s action on this website.
Policy on Interim Vote Tallies
When it comes to access to interim voting information, Verizon is committed to maintaining a level playing field between the Company and shareholders conducting exempt solicitations. Historically, Broadridge has distributed interim voting reports to companies and to third parties with respect to the specific matters that are the subject of their respective proxy solicitations. Verizon intends for that practice to continue based on the following guidelines:
In response to a written request to Verizon's Corporate Secretary from a Qualifying Shareholder, the Company will authorize and direct Broadridge to provide, consistent with its historical practice, non-public interim voting tallies to the Qualifying Shareholder with respect to the specific matter or matters that are the subject of the shareholder’s exempt solicitation.
A Qualifying Shareholder must sign a confidentiality agreement in a form acceptable to Broadridge and the Company before any voting information will be released.
For purposes of this policy, a "Qualifying Shareholder" is a shareholder of the company who has conducted an exempt solicitation directed to holders of at least 50% of the outstanding shares of common stock of the Company, with respect to one or more nominees for election to the board of directors, or one or more specific matters that are voting items at the Company's annual meeting of shareholders.