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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 22, 2025
(Date of earliest event reported)
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8606 | 23-2259884 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1095 Avenue of the Americas | ||||
| New York, New York | 10036 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 395-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
||
| Common Stock, par value $0.10 | VZ | New York Stock Exchange | ||
| Common Stock, par value $0.10 | VZ | The Nasdaq Global Select Market | ||
| 3.25% Notes due 2026 | VZ 26 | New York Stock Exchange | ||
| 1.375% Notes due 2026 | VZ 26B | New York Stock Exchange | ||
| 0.875% Notes due 2027 | VZ 27E | New York Stock Exchange | ||
| 1.375% Notes due 2028 | VZ 28 | New York Stock Exchange | ||
| 1.125% Notes due 2028 | VZ 28A | New York Stock Exchange | ||
| 2.350% Fixed Rate Notes due 2028 | VZ 28C | New York Stock Exchange | ||
| 1.875% Notes due 2029 | VZ 29B | New York Stock Exchange | ||
| 0.375% Notes due 2029 | VZ 29D | New York Stock Exchange | ||
| 1.250% Notes due 2030 | VZ 30 | New York Stock Exchange | ||
| 1.875% Notes due 2030 | VZ 30A | New York Stock Exchange | ||
| 4.250% Notes due 2030 | VZ 30D | New York Stock Exchange | ||
| 2.625% Notes due 2031 | VZ 31 | New York Stock Exchange | ||
| 2.500% Notes due 2031 | VZ 31A | New York Stock Exchange | ||
| 3.000% Fixed Rate Notes due 2031 | VZ 31D | New York Stock Exchange | ||
| 0.875% Notes due 2032 | VZ 32 | New York Stock Exchange | ||
| 0.750% Notes due 2032 | VZ 32A | New York Stock Exchange | ||
| 3.500% Notes due 2032 | VZ 32B | New York Stock Exchange | ||
| 1.300% Notes due 2033 | VZ 33B | New York Stock Exchange | ||
| 4.75% Notes due 2034 | VZ 34 | New York Stock Exchange | ||
| 4.750% Notes due 2034 | VZ 34C | New York Stock Exchange | ||
| 3.125% Notes due 2035 | VZ 35 | New York Stock Exchange | ||
| 1.125% Notes due 2035 | VZ 35A | New York Stock Exchange | ||
| 3.375% Notes due 2036 | VZ 36A | New York Stock Exchange | ||
| 3.750% Notes due 2036 | VZ 36B | New York Stock Exchange | ||
| 2.875% Notes due 2038 | VZ 38B | New York Stock Exchange | ||
| 1.875% Notes due 2038 | VZ 38C | New York Stock Exchange | ||
| 1.500% Notes due 2039 | VZ 39C | New York Stock Exchange | ||
| 3.50% Fixed Rate Notes due 2039 | VZ 39D | New York Stock Exchange | ||
| 1.850% Notes due 2040 | VZ 40 | New York Stock Exchange | ||
| 3.850% Fixed Rate Notes due 2041 | VZ 41C | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting of Shareholders of Verizon Communications Inc. held on May 22, 2025, the following items were submitted to a vote of shareholders.
The number of shares of common stock present at the meeting was 3,473,140,231 or 82.38% of the shares of common stock outstanding on March 24, 2025, the record date for the meeting.
| (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 |
2,646,747,084 | 117,302,244 | 12,584,973 | 696,482,540 | ||||
Roxanne Austin |
2,666,675,384 | 96,642,676 | 13,325,585 | 696,482,540 | ||||
Mark Bertolini |
2,691,704,089 | 70,767,431 | 14,173,548 | 696,482,540 | ||||
Vittorio Colao |
2,726,947,151 | 35,999,115 | 13,689,756 | 696,482,540 | ||||
Caroline Litchfield |
2,731,023,376 | 31,461,876 | 14,159,364 | 696,482,540 | ||||
Laxman Narasimhan |
2,705,908,662 | 56,307,185 | 14,431,962 | 696,482,540 | ||||
Clarence Otis, Jr. |
2,591,418,664 | 172,171,025 | 13,044,519 | 696,482,540 | ||||
Daniel Schulman |
2,675,594,150 | 86,986,687 | 14,066,735 | 696,482,540 | ||||
Carol Tomé |
2,729,805,899 | 33,150,056 | 13,694,724 | 696,482,540 | ||||
Hans Vestberg |
2,535,905,787 | 214,318,291 | 26,412,107 | 696,482,540 |
| (b) | The proposal regarding the advisory vote to approve executive compensation was approved with 2,476,221,687 votes for, 269,995,941 votes against, 30,429,863 abstentions and 696,482,540 broker non-votes. |
| (c) | The appointment of Ernst & Young LLP as independent registered public accounting firm for 2025 was ratified with 3,174,732,102 votes for, 225,387,284 votes against and 73,015,780 abstentions. |
| (d) | The shareholder proposal regarding climate lobbying alignment was defeated with 423,463,534 votes for, 2,261,089,748 votes against, 92,078,347 abstentions and 696,482,540 broker non-votes. |
| (e) | The shareholder proposal regarding a lead-sheathed cable report was defeated with 386,539,466 votes for, 2,293,219,688 votes against, 96,886,895 abstentions and 696,482,540 broker non-votes. |
| (f) | The shareholder proposal regarding discrimination in advertising services was defeated with 62,725,939 votes for, 2,620,855,677 votes against, 93,063,979 abstentions and 696,482,540 broker non-votes. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERIZON COMMUNICATIONS INC. | ||||||
| Date: May 28, 2025 | By | /s/ William L. Horton, Jr. |
||||
| William L. Horton, Jr. | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||