VZ Verizon Communications Inc - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Verizon Communications Inc. (“Verizon”) held on May 21, 2026, the shareholders approved the 2026 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”). The Plan became effective immediately upon shareholder approval. The Plan is described in Item 3 of Verizon’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein.

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

At the Annual Meeting held on May 21, 2026, the following items were submitted to a vote of shareholders.

The number of shares of common stock present at the meeting was 3,456,536,338 or 82.67% of the shares of common stock outstanding on March 23, 2026, 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

2,524,606,864

241,503,441

12,468,983

677,949,077

Roxanne Austin

2,645,915,892

119,051,679

13,612,149

677,949,077

Mark Bertolini

2,580,152,353

185,875,873

12,551,852

677,949,077

Vittorio Colao

2,682,372,569

83,383,443

12,823,276

677,949,077

Caroline Litchfield

2,682,136,021

81,478,887

14,964,653

677,949,077

Jennifer Mann

2,722,259,162

43,080,439

13,231,463

677,949,077

Laxman Narasimhan

2,641,973,582

121,250,811

15,354,616

677,949,077

Daniel Schulman

2,721,146,971

44,610,053

12,821,413

677,949,077

Carol Tomé

2,729,984,225

36,124,065

12,471,820

677,949,077

(b)

The proposal regarding the advisory vote to approve executive compensation was approved with 2,403,857,612 votes for, 355,704,067 votes against, 19,003,263 abstentions and 677,949,077 broker non-votes.

(c)

The proposal regarding the approval of Verizon’s 2026 Long-Term Incentive Plan was approved with 2,634,341,705 votes for, 128,233,762 votes against, 16,005,630 abstentions and 677,949,077 broker non-votes.

(d)

The appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 was ratified with 3,159,422,372 votes for, 248,036,260 votes against and 49,072,132 abstentions.

(e)

The shareholder proposal regarding Board oversight of material issues related to climate change was defeated with 440,826,322 votes for, 2,256,325,141 votes against, 81,430,126 abstentions and 677,949,077 broker non-votes.

(f)

The shareholder proposal regarding independent Board chair was defeated with 434,944,688 votes for, 2,305,378,572 votes against, 38,255,963 abstentions and 677,949,077 broker non-votes.

The shareholder proposal regarding risks of non-fiduciary executive compensation metrics was withdrawn by the proponent and not presented at the Annual Meeting.