Annual Meeting
Recap
Our annual meeting was
held on May 4, 2017 in
Irving, Texas.
See voting results
Download 2017 Proxy Download 2016 Annual Report

When you think about the types of services our network can provide in 2017 and beyond, Verizon will continue to cement and expand our lead over our competition.

Verizon’s compensation program is designed to reinforce a results-oriented culture and inspire our leaders to grow shareholder value over the long term.

When you think about the types of services our network can provide in 2017 and beyond, Verizon will continue to cement and expand our lead over our competition.

Verizon’s compensation program is designed to reinforce a results-oriented culture and inspire our leaders to grow shareholder value over the long term.

Our executive compensation program

2016 Variable vs. Fixed Pay Mix
90% Incentive-based pay 70% long-term incentives 20% short-term incentives
10% Fixed pay Base salary
2016 Short-Term Plan Performance Measures
45% Adjusted EPS
25% Free cash flow
25% Total revenue
5% Diversity and sustainability
Long-Term Plan Structure
60% PSUs 2/3 eligible to vest based on relative TSR 1/3 eligible to vest based on cumulative free cash flow
40% RSUs eligible to vest based on continued employment through the three-year award cycle

Agenda, Voting Recommendations
and Results

Item 1
Election of Directors

The Board of Directors recommended that you vote for the election of these Director candidates.

The shareholders elected each of Verizon’s 12 Directors to a one-year term.

Left to right

Lowell C. McAdamChairman and Chief Executive Officer,
Verizon Communications Inc.

Shellye L. ArchambeauChief Executive Officer,
MetricStream, Inc.

Rodney E. SlaterPartner,
Squire Patton Boggs LLP

Mark T. BertoliniChairman and Chief Executive Officer,
Aetna Inc.

Kathryn A. TesijaFormer Executive Vice President and Chief Merchandising
and Supply Chain Officer,
Target Corporation

Gregory G. WeaverFormer Chairman and Chief Executive Officer,
Deloitte & Touche LLP

Richard L. CarriónChairman and Chief Executive Officer,
Popular, Inc.

Melanie L. HealeyFormer Group President of
The Proctor & Gamble Company

Gregory D. WassonFormer President and Chief Executive Officer,
Walgreens Boots Alliance, Inc.

Clarence Otis, Jr.Former Chairman and Chief Executive Officer,
Darden Restaurants, Inc.

M. Frances Keeth (Lead Director)Retired Executive Vice President,
Royal Dutch Shell plc

Karl-Ludwig KleyFormer Chairman of the Executive Board
and Chief Executive Officer,
Merck KGaA

Item 2
Ratification of auditors

The Board of Directors recommended that you vote for ratification.

The shareholders ratified the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm for 2017.

Item 3
Advisory vote to approve executive compensation

The Board of Directors recommended that you vote for this proposal.

The shareholders approved the compensation of our named executive officers as described in the proxy statement with 93.56% of the vote for and 6.44% of the vote against.

Item 4
Advisory vote on the frequency of future advisory votes to approve executive compensation

The Board of Directors recommended that you vote for conducting future advisory votes on executive compensation every year.

The shareholders voted to hold future advisory votes on executive compensation every year with 88.48% of the vote.

Item 5
Approval of Verizon’s 2017 Long-Term Incentive Plan

The Board of Directors recommended that you vote for this proposal.

The shareholders approved Verizon’s 2017 Long-Term Incentive Plan with 89.43% of the vote for and 10.57% of the vote against.

Items 6—11
Shareholder proposals

The Board of Directors recommended that you vote against each of the shareholder proposals.

  • Item 6

    Human Rights Committee

    This proposal was defeated with 6.05% of the vote for and 93.95% of the vote against.
  • Item 7

    Report on Greenhouse Gas Reduction Targets

    This proposal was defeated with 15.03% of the vote for and 84.97% of the vote against.
  • Item 8

    Special Shareowner Meetings

    This proposal was defeated with 49.85% of the vote for and 50.15% of the vote against.
  • Item 9

    Executive Compensation Clawback Policy

    This proposal was defeated with 33.68% of the vote for and 66.32% of the vote against.
  • Item 10

    Stock Retention Policy

    This proposal was defeated with 30.76% of the vote for and 69.24% of the vote against.
  • Item 11

    Limit Matching Contributions for Executives

    This proposal was defeated with 8.05% of the vote for and 91.95% of the vote against.