If a “covered individual” has engaged in willful misconduct in the performance of the individual’s duties that results in significant reputational or financial harm to Verizon, the Human Resources Committee of the Board of Directors shall have the authority to cancel any then-unpaid incentive compensation for such individual and/or demand reimbursement of any incentive compensation that has been granted or paid to such individual.
For purposes of this Policy, the Human Resources Committee shall determine whether the covered individual has engaged in “willful misconduct” and whether the conduct resulted in “significant reputational or financial harm to Verizon.”
For purposes of this Policy, a “covered individual” includes any individual who is (or, at the time such individual ceased to be employed by Verizon or one of its subsidiaries, was) an executive officer of Verizon subject to Section 16 of the Securities Exchange Act of 1934, as amended, as determined by Verizon, or a Verizon executive in compensation Band 3 or above.
For purposes of this Policy, “incentive compensation” means short-term incentives and other performance-based bonuses, and equity and other long-term incentive awards (including restricted stock units, performance stock units, phantom equity and other stock-based awards) paid, granted, vested or accrued under any plan or agreement of Verizon or any of its subsidiaries and whether in the form of cash or Verizon common stock.
This Policy does not limit any other rights or remedies Verizon may have in the circumstances (under applicable law, any applicable award agreement or incentive plan, or otherwise), which may include, without limitation, dismissing an employee or initiating other disciplinary procedures or the institution of civil or criminal proceedings.
Policy on hedging company stock
Verizon believes that ownership of Verizon stock by the Company’s executives and members of the Board of Directors promotes alignment of the interests of the Company’s leadership with those of its stockholders. Verizon recognizes that transactions that are designed to hedge or offset declines in the market value of Verizon stock can disrupt this alignment. Hedging transactions allow the holder to own Verizon stock without the full risks and rewards of ownership, potentially separating the holder’s interests from those of other Verizon shareholders. Therefore, all employees receiving equity‐based awards with respect to Verizon stock, whether granted under Verizon’s 2009 Long-Term Incentive Plan, as Amended and Restated, the 2017 Long-Term Incentive Plan, or otherwise, and members of the Verizon Board of Directors are prohibited from engaging in any transaction involving Verizon stock that is designed to hedge or offset any decrease in the market value of Verizon stock beneficially owned by the employee or Director. This prohibition includes, but is not limited to buying and/or writing puts and calls, prepaid variable forward contracts, equity swaps, collars, and exchange funds.
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 adoption of shareholder rights plans
The Corporation does not currently have a shareholder rights plan, or “poison pill,” and the Board currently has no plans to adopt such a plan. However, if the Board is presented with a set of facts and circumstances which leads it to conclude that adopting a rights plan would be in the best interest of shareholders, it will seek prior shareholder approval unless the independent Directors, exercising their fiduciary duties, determine that such submission would not be in the best interests of shareholders under the circumstances. If any rights plan is adopted without prior shareholder approval, it will be presented to shareholders within one year or expire within one year without being renewed or replaced. Any plan adopted by the Board will also contain a “sunset” provision, providing that shareholders will have the opportunity to ratify or reject the plan every three years following the date of initial shareholder approval.
Policy on shareholder advisory vote
Effective with the Corporation’s 2009 Annual Meeting of Shareholders, a management proposal related to executive compensation in the form approved by the Board of Directors will be submitted annually to shareholders for a non-binding vote.
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 percent 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.