NEW YORK – The Board of Directors of Verizon Communications Inc. (NYSE, Nasdaq: VZ) today approved proxy access amendments to the company’s bylaws.
Proxy access allows eligible shareholders to place their own director nominees on the company’s proxy card, along with the board candidates nominated by the company. Verizon’s bylaw amendment specifies a three-percent/three-year holding requirement for eligibility. An individual or group of shareholders who meets the eligibility threshold and who complies with certain procedural and disclosure requirements may include in Verizon’s proxy materials shareholder-nominated director candidates to fill up to 20 percent of the available board seats.
The proxy access amendments are intended to implement a non-binding shareholder proposal that was approved by shareholders at the company’s May 2013 annual meeting.
Sandra Moose, presiding director of the Verizon Board of Directors, stressed the importance of being responsive to the company’s shareholders. She said: “The Verizon board is committed to best practices in governance and recognizes the support the company’s investors have shown for access to the proxy statement for director elections. After considering the views expressed by our investors in their votes and during our conversations with them, we decided that implementing a proxy access right will further strengthen Verizon’s corporate governance framework.”
Verizon's board is regarded as a leader in the governance field, adopting other key governance reforms. For example, after considering the views of its shareholders, Verizon voluntarily adopted a policy to provide shareholders with an annual advisory vote related to executive compensation before so-called “say on pay” votes were mandated, adopted majority voting for the election of directors, and provided shareholders the right to call a special meeting.
Consistent with good governance practice, the board has decided to put the proxy access amendments to a vote of its shareholders at the company’s annual meeting next year. The amendments will not become effective unless they are approved by shareholders.