Annual meeting


recap

Our annual meeting was
held on May 5, 2016 in
Albuquerque, New Mexico.

See voting results
Download 2016 proxy
Download 2015 annual report

Our Chairman and CEO,
Lowell McAdam

The telecommunications industry has transitioned from voice to data and in 2015 to video, and every time we make that transition, Verizon comes out on top.

—Lowell McAdam, Chairman and CEO
Lowell McAdam

Our Independent Lead Director, Fran Keeth

The Verizon Board is committed to maintaining the highest standards of corporate governance, guided by our core values of integrity, responsibility and accountability in all we do.

—M. Frances Keeth, Lead Director

Our Executive Compensation

Verizon’s compensation program is focused on attracting, motivating and retaining a highly qualified management team that will continue to make our company a leader in the evolving digital world.

—Clarence Otis, Jr., Human Resources Committee Chair

Our Compensation Program

2015 variable vs.
fixed pay mix
  • 90%
    Incentive-based pay 70% long-term incentives 20% short-term incentives
  • 10%
    Fixed pay base salary
2015 Short-Term
Plan performance
measures
  • 50%
    Adjusted EPS
  • 25%
    Free cash flow
  • 20%
    Total revenue
  • 5%
    Diversity and sustainability
Long-term
incentive program
structure
  • 60% PSUs
  • 2/3 PSUs eligible to vest based on
 relative TSR
  • 1/3 PSUs 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

Download proxy
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 13 Directors to a one-year term.

Board of directors

Left to Right

  • Lowell C. McAdamChairman and CEO,
    Verizon Communications Inc.
  • Shellye L. ArchambeauCEO,
    MetricStream, Inc.
  • Rodney E. SlaterPartner,
    Squire Patton Boggs LLP
  • Mark T. BertoliniChairman and CEO,
    Aetna Inc.
  • Kathryn A. TesijaFormer Executive Vice President and Chief
    Merchandising and Supply Chain Officer,
    Target Corporation
  • Gregory G. WeaverFormer Chairman and CEO,
    Deloitte & Touche LLP
  • Richard L. CarriónChairman and CEO,
    Popular, Inc.
  • Melanie L. HealeyFormer Group President of
    The Proctor & Gamble Company
  • Gregory D. WassonFormer President and CEO,
    Walgreens Boots Alliance, Inc.
  • Clarence Otis, Jr.Former Chairman and CEO,
    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 CEO,
    Merck KGaA
  • Donald T. NicolaisenRetired Chief Accountant of the U.S. Securities and Exchange Commission
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 2016.

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 92.38% of the vote for and 7.62% of the vote against.

Items 4-9
Shareholder Proposals
The Board of Directors recommended that you vote against each of the shareholder proposals.
  • 4Renewable Energy Targets
    This proposal was defeated with 8.34% of the vote for and 91.66% of the vote against.
  • 5Indirect Political Spending Report
    This proposal was defeated with 30.31% of the vote for and 69.69% of the vote against.
  • 6Lobbying Activities Report
    This proposal was defeated with 34.63% of the vote for and 65.37% of the vote against.
  • 7Independent Chair Policy
    This proposal was defeated with 24.33% of the vote for and 75.67% of the vote against.
  • 8Severance Approval Policy
    This proposal was defeated with 31.53% of the vote for and 68.47% of the vote against.
  • 9Stock Retention Policy
    This proposal was defeated with 7.33% of the vote for and 92.67% of the vote against.