NEW YORK -- The Board of Directors of Verizon Communications Inc. (NYSE:VZ) today adopted a majority voting standard for the election of directors.
Directors who consent to stand for re-election will tender their resignations prior to the annual meeting. If the number of shares voted "for" a director is less than the number of shares voted "against" that director, the independent members of the Board will decide whether to accept that director's resignation and will promptly disclose their decision.
Although Verizon's directors have consistently been elected by a substantial majority of the votes cast at each annual meeting, Verizon's bylaws previously provided that directors were elected under a plurality voting standard, which was based on the number of shares voted "for" each director without regard to any shares voted "withhold." Under the amended bylaws, in the event of a contested election where there is more than one candidate for a director's position, the election of directors will continue to be determined by a plurality vote standard. The bylaw provisions adopted today can only be changed with the approval of shareholders.
At Verizon's annual meeting in May, shareholders representing 61 percent of the shares voting at the meeting voted in favor of a shareholder proposal requesting that the Board adopt a majority vote standard.
Today's action underscores the Board's commitment to review its policies in light of a clear indication of shareholders' views and to develop a comprehensive approach in response to those views.
Verizon's Corporate Governance guidelines, bylaws and other governance information can be viewed on Verizon's Web site at investor.verizon.com/corp_gov/.
Verizon Communications Inc. (NYSE:VZ), a Dow 30 company, is a leader in delivering broadband and other wireline and wireless communication innovations to mass market, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, serving nearly 57 million customers nationwide. Verizon Business operates one of the most expansive wholly-owned global IP networks. Verizon Telecom is deploying the nation's most advanced fiber-optic network to deliver the benefits of converged communications, information and entertainment services to customers. Based in New York, Verizon has a diverse workforce of approximately 250,000 and generates annual consolidated operating revenues of approximately $90 billion. For more information, visit www.verizon.com.