Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting of Shareholders of
The number of shares of common stock present at the meeting was 3,485,370,992 or
82.91% of the shares of common stock outstanding on
(a) The following nominees were elected to serve on the Board of Directors:
Name of Nominee Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Shellye Archambeau 2,632,112,511 113,619,113 16,701,179 722,938,189 Roxanne Austin 2,660,952,848 85,422,398 16,057,557 722,938,189 Mark Bertolini 2,686,116,229 58,310,918 18,005,656 722,938,189 Vittorio Colao 2,697,468,819 47,391,404 17,572,580 722,938,189 Melanie Healey 2,600,828,024 145,474,683 16,130,096 722,938,189 Laxman Narasimhan 2,660,308,826 84,203,767 17,920,210 722,938,189 Clarence Otis, Jr. 2,557,683,503 187,645,265 17,104,035 722,938,189 Daniel Schulman 2,677,832,166 67,376,615 17,224,022 722,938,189 Rodney Slater 2,600,955,629 143,912,479 17,564,695 722,938,189 Carol Tomé 2,700,975,322 45,150,402 16,307,079 722,938,189 Hans Vestberg 2,482,870,823 255,753,243 23,808,737 722,938,189 Gregory Weaver 2,688,390,057 56,085,068 17,957,678 722,938,189
(b) The proposal regarding the advisory vote to approve executive compensation
was approved with 2,433,965,968 votes for, 245,477,777 votes against, 82,989,058 abstentions and 722,938,189 broker non-votes.
(c) The votes cast on the proposal regarding the advisory vote on the frequency
of future advisory votes to approve executive compensation were as follows: 2,590,181,124 votes for every year, 15,560,273 votes for every two years, 78,360,843 votes for every three years, 78,330,563 abstentions and 722,938,189 broker non-votes. Based on these voting results, at this time, Verizon will maintain its current policy of holding an advisory vote to approve executive compensation every year.
(d) The appointment of
accounting firm for 2023 was ratified with 3,311,006,974 votes for, 158,229,180 votes against and 16,134,838 abstentions.
(e) The shareholder proposal regarding government requests to remove content was
defeated with 72,767,462 votes for, 2,586,396,039 votes against, 103,269,302 abstentions and 722,938,189 broker non-votes.
(f) The shareholder proposal regarding a prohibition on political contributions
was defeated with 166,344,335 votes for, 2,494,332,903 votes against, 101,755,565 abstentions and 722,938,189 broker non-votes.
(g) The shareholder proposal regarding an amendment to the clawback policy was
defeated with 1,010,897,081 votes for, 1,658,287,093 votes against, 93,248,629 abstentions and 722,938,189 broker non-votes.
(h) The shareholder proposal regarding shareholder ratification of annual equity
awards was defeated with 311,376,322 votes for, 2,367,850,225 votes against, 83,206,256 abstentions and 722,938,189 broker non-votes.
(i) The shareholder proposal regarding an independent chair was defeated with
801,454,941 votes for, 1,878,457,848 votes against, 82,520,014 abstentions and 722,938,189 broker non-votes.
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