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VZ > SEC Filings for VZ > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for VERIZON COMMUNICATIONS INC

Form 8-K for VERIZON COMMUNICATIONS INC


6-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2014, the Board of Directors of Verizon Communications Inc. (Verizon or the Company) amended the Company's Bylaws effective on that date to change the reference to "presiding director" in Section 4.08 of the Bylaws to "lead director." Attached as Exhibit 3b to this Report is a complete copy of the amended Bylaws, which includes those amended provisions approved by the shareholders of the Company at the 2014 Annual Meeting of Shareholders held on May 1, 2014.



Item 5.07. Submission of Matters to a Vote of Security Holders.

At Verizon's 2014 Annual Meeting of Shareholders, the following items were submitted to a vote of shareholders.

The number of common shares present at the meeting was 3,324,366,748 or 80.28% of the common shares outstanding on March 3, 2014, 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    Non-Votes


Shellye L. Archambeau   2,591,801,274        46,822,676       24,701,344    661,041,454

Richard L. Carrión      2,543,096,969        95,081,631       25,146,694    661,041,454

Melanie L. Healey       2,580,810,461        58,323,115       24,191,718    661,041,454

M. Frances Keeth        2,568,402,258        70,167,346       24,755,690    661,041,454

Robert W. Lane          2,587,852,898        50,533,887       24,938,509    661,041,454

Lowell C. McAdam        2,526,060,772        95,082,856       42,181,666    661,041,454

Donald T. Nicolaisen    2,577,468,638        60,678,733       25,177,923    661,041,454

Clarence Otis, Jr.      2,511,536,022       127,123,429       24,665,843    661,041,454

Rodney E. Slater        2,561,066,463        76,908,932       25,349,899    661,041,454

Kathryn A. Tesija       2,584,116,988        54,563,795       24,644,511    661,041,454

Gregory D. Wasson       2,576,851,058        61,067,316       25,406,920    661,041,454

(b) The appointment of Ernst & Young LLP as independent registered public accounting firm for 2014 was ratified with 3,232,836,392 votes for, 65,568,894 votes against and 25,961,462 abstentions.

(c) The proposal regarding the Advisory Vote to Approve Executive Compensation was approved with 2,460,568,862 votes for, 157,353,084 votes against, 45,403,348 abstentions and 661,041,454 broker non-votes.

(d) The proposal regarding the Proxy Access Bylaw was approved with 2,504,615,371 votes for, 126,420,846 votes against, 32,289,077 abstentions and 661,041,454 broker non-votes.

(e) The shareholder proposal regarding Network Neutrality was defeated with 648,129,978 votes for, 1,808,857,567 votes against, 206,337,749 abstentions and 661,041,454 broker non-votes.

(f) The shareholder proposal regarding Lobbying Activities was defeated with 666,232,904 votes for, 1,835,789,982 votes against, 161,302,408 abstentions and 661,041,454 broker non-votes.

(g) The shareholder proposal regarding the Severance Approval Policy was defeated with 1,025,914,208 votes for, 1,602,954,471 votes against, 34,456,615 abstentions and 661,041,454 broker non-votes.

(h) The shareholder proposal regarding the Shareholder Right to Call a Special Meeting was defeated with 1,291,818,092 votes for, 1,338,120,766 votes against, 33,386,436 abstentions and 661,041,454 broker non-votes.

(i) The shareholder proposal regarding the Shareholder Right to Act by Written Consent was defeated with 1,125,685,545 votes for, 1,498,283,594 votes against, 39,356,155 abstentions and 661,041,454 broker non-votes.

(j) The shareholder proposal regarding Proxy Voting Authority was not properly presented at the meeting.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number        Description

  3b          Bylaws of Verizon Communications Inc., as amended, effective as of
              May 1, 2014.


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