SYS-CON MEDIA Authors: Carmen Gonzalez, Yeshim Deniz, Sean Houghton, Glenn Rossman, Ignacio M. Llorente

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Verizon Retirees Challenge Board & Senior Management in 2014 Proxy

BellTel Retirees have 11 Victories in 16 Years

COLD SPRING HARBOR, N.Y., March 18, 2014 /PRNewswire/ -- Retirees of Verizon Communications Inc. (NYSE: VZ) today launched their 16th consecutive annual proxy campaign aimed at making the company's senior executives and Board of Directors more accountable to shareholders.

The Association of BellTel Retirees (www.BellTelRetirees.org) and its board members are seeking the support of Verizon's shareholders for two proxy initiatives on the ballot.  The company's annual meeting is May 1, 2014, in Phoenix, AZ.

The resolutions seek to:

A) Have Verizon's board obtain shareholder approval of senior executive severance or termination payments above a specified threshold;
B) Amend the company's bylaws to allow shareholders to nominate a limited number of directors to Verizon's board so that Verizon management will not have sole power to select all board members.

BellTel members have proposed a series of successful corporate governance and executive compensation changes over the last 16 years, dating back to when the company was Bell Atlantic.  The retiree group has achieved an unprecedented 11 victories in 16 years, three by a majority of shares voted --Executive Severance (59% support in 2003); Say on Pay (50.2% support in 2007); and Proxy Access Proposal (53.25% support in 2013).  Another eight proposals were negotiated off the proxy ballot by the company after shareholders showed strong support for the reforms proposed by the Association.  

The two proxies on this year's ballot are:

Severance Approval:
The retirees propose that the Verizon Board obtain shareholder approval of any senior executive officer's new or renewed compensation package that provides for severance or termination payments with an estimated total value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus.  Severance or termination payments include any cash, equity or other compensation that is paid out or vests due to a senior executive's termination for any reason.

In 2003 Verizon's Board adopted a policy, also proposed by the retirees, requiring shareholder approval of severance agreements with a "cash value" exceeding 2.99 times base salary plus bonus, but excluding equity awards.  The Association believes that the policy should be updated to include the full cost of termination payments, including the estimated value of accelerated vesting of Restricted Stock Units and Performance Stock Units. Under current company policy, severance payouts are bloated by the waiver of performance conditions on restricted stock grants under a variety of termination scenarios.

Shareholder Nominations of Directors:
This proposal would amend Verizon's bylaws to allow shareholders to nominate a limited number of directors for election to the Verizon board and to have those nominees included in the proxy materials that the company prepares and distributes.  This right could be exercised by a shareholder or group of shareholders owning at least 3% of Verizon common stock for a period of three years or more.  The Association believes this bylaw amendment will enhance accountability among directors and allow long-term Verizon shareowners to have a true voice in electing directors who are not all hand-picked by Verizon management. 

At the 2013 Verizon annual meeting, a shareholder proposal urging this policy to be adopted was originally sponsored by the president of the Association of BellTel Retirees and approved by 53.25% of voting shares.  Verizon's board initially refused to adopt and implement the proposal. After, the Association resubmitted the proposal for the 2014 proxy statement, Verizon's Board decided to put the matter on the 2014 proxy ballot with a recommendation that shareholders vote to ratify the proposed bylaw amendment.

C. William Jones, president of the Association, said: "Our Association has a long history of successfully promoting corporate governance and executive compensation reforms that benefit all shareholders.  We believe these measures are important to make senior executives more accountable to the company and its shareholders."

SOURCE Association of BellTel Retirees, Inc.

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