Advisory Vote on Frequency of
Future Advisory Votes Related to Executive Compensation
(Item 4 on Proxy Card)
The Dodd-Frank Act also mandates that we provide shareholders with the opportunity to cast a non-binding, advisory vote on whether a say-on-pay vote on the compensation of our named executive officers should be held every one, two or three years.
In 2007, Verizon’s Board adopted its current policy to include an advisory vote related to executive compensation on the ballot at each annual meeting beginning in 2009. Consistent with this policy, the Board is recommending that shareholders vote in favor of holding future say-on-pay votes every year.
You may cast your vote on your preferred voting frequency by choosing the option of once every year, once every two years or once every three years, or you may abstain from voting, on the resolution set forth below.
“RESOLVED, that the shareholders of the Company determine, on an advisory basis, that the preferred frequency with which the shareholders of the Company shall have an advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement is:
Option 1 – once every year;
Option 2 – once every two years;
Option 3 – once every three years; or
Option 4 – abstain from voting.”
Although this vote is advisory and not binding, the Board will carefully review the results of the vote in making a determination as to the frequency of future say-on-pay votes.
The Board recommends that you vote FOR Option 1 (once every year).