Proxy Statement
Security Ownership of Certain Beneficial Owners and Management

Principal Shareholders

On January 31, 2012, there were approximately 2.8 billion shares of Verizon common stock outstanding. The following table sets forth information about persons we know to beneficially own more than five percent of the shares of Verizon common stock, based on our records and information reported in filings with the SEC.

Name and Address of
Beneficial Owner

 

Amount and Nature of
Beneficial Ownership

 

Percent of Class

BlackRock Inc.
40 East 52nd Street
New York, New York 10022

164,003,471

 

5.79

   
   

*

This information is based on a Schedule 13G filed with the SEC on February 8, 2012 by BlackRock Inc., setting forth information as of December 31, 2011. The Schedule 13G states that BlackRock Inc. has sole voting power and sole dispositive power with respect to the 164,003,471 shares.

Directors and Executive Officers

In the following table, you can find information showing the number of shares of Verizon common stock beneficially owned by each of the named executive officers, each Director and all executive officers and Directors as a group as of January 31, 2012. This information includes shares held in Verizon’s employee savings plans and shares that may be acquired within 60 days pursuant to the exercise of stock options and/or the conversion of certain stock units under deferred compensation plans. The aggregate number of shares owned by executive officers and Directors represents less than one percent of the total number of outstanding shares of Verizon common stock. Unless we have indicated otherwise, each individual and/or his or her family member(s) has or have sole or shared voting and/or investment power with respect to the securities. Executive officers and Directors also have interests in other stock-based units under Verizon deferred compensation plans and stock-based long-term incentive awards. We have included these interests in the “Total” column in the table below to show the total economic interest that the executive officers and Directors have in Verizon common stock.

Name

Stock

1

Total

2

Named Executive Officers:

 

 

 

 

Lowell C. McAdam*

62,870

 

971,229

 

Daniel S. Mead

9,119

 

287,349

 

Virginia P. Ruesterholz

48,052

 

359,912

 

Francis J. Shammo

8,547

 

290,111

 

Randal S. Milch

25,722

 

256,026

 

Ivan G. Seidenberg*

1,198,624

 

2,135,978

 

Directors:

 

 

 

 

Richard L. Carrión

25,214

 

81,579

 

Melanie L. Healey

—     

 

3,287

 

M. Frances Keeth

—     

 

28,328

 

Robert W. Lane

17,264

 

55,267

 

Sandra O. Moose

13,263

 

79,702

 

Joseph Neubauer

19,603

 

123,014

 

Donald T. Nicolaisen

—     

 

34,925

 

Thomas H. O’Brien**

4,969

 

4,969

 

Clarence Otis, Jr.

3,000

 

37,358

 

Hugh B. Price

15,609

 

70,688

 

Rodney E. Slater

—     

 

11,628

 

John W. Snow

3,571

 

31,423

 

John R. Stafford**

35,294

 

53,772

 

All of the above and other executive officers as a group3

564,245

 

4,232,496

 

*

Mr. McAdam also serves as a Director. Mr. Seidenberg also served as a Director until December 31, 2011.

**

Messrs. O’Brien and Stafford retired from the Board in May 2011 pursuant to the Board’s retirement policy.

1

In addition to direct and indirect holdings, the “Stock” column includes shares that may be acquired pursuant to stock options that are or will become exercisable within 60 days and/or pursuant to the conversion of certain stock units under deferred compensation plans as follows: 30,472 shares for Ms. Ruesterholz; 11,676 shares for Mr. Milch; 1,033,881 shares for Mr. Seidenberg; 23,984 shares for Mr. Carrión; 17,264 shares for Mr. Lane; 13,263 shares for Dr. Moose; 18,729 shares for Mr. Neubauer; 15,551 shares for Mr. Price; and 16,846 shares for Mr. Stafford. The shares underlying the stock options and deferred compensation units may not be voted or transferred. No shares are pledged as security.

2

The “Total” column includes, in addition to shares listed in the “Stock” column, stock-based units under deferred compensation plans and stock-based long-term incentive awards, which may not be voted or transferred.

3

Does not include shares held by Messrs. O’Brien and Stafford, who retired from the Board in May 2011, Mr. Seidenberg, who retired effective December 31, 2011, or Ms. Ruesterholz, who ceased to be an executive officer on that date.

Section 16(a) Beneficial Ownership Reporting Compliance

SEC rules require that we disclose any late filings of stock transaction reports by our executive officers and Directors. Based solely on a review of the reports that we filed on behalf of these individuals or that were otherwise provided to us, our executive officers and Directors met all Section 16(a) filing requirements during calendar year 2011.