0001220604-14-000003.txt : 20140320
0001220604-14-000003.hdr.sgml : 20140320
20140320144247
ACCESSION NUMBER: 0001220604-14-000003
CONFORMED SUBMISSION TYPE: PX14A6G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140320
DATE AS OF CHANGE: 20140320
EFFECTIVENESS DATE: 20140320
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC
CENTRAL INDEX KEY: 0000732712
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 232259884
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PX14A6G
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-08606
FILM NUMBER: 14706517
BUSINESS ADDRESS:
STREET 1: 140 WEST STREET
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10007
BUSINESS PHONE: 212-395-1000
MAIL ADDRESS:
STREET 1: 140 WEST STREET
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10007
FORMER COMPANY:
FORMER CONFORMED NAME: BELL ATLANTIC CORP
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ASSOCIATION OF BELLTEL RETIREES
CENTRAL INDEX KEY: 0001220604
IRS NUMBER: 113311185
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PX14A6G
BUSINESS ADDRESS:
STREET 1: PO BOX 55
CITY: COLD SPRING HARBOR
STATE: NY
ZIP: 11724
BUSINESS PHONE: 6313673067
PX14A6G
1
dearmemberfourteenvtwo.txt
MEMBER LETTER
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
VERIZON COMMUNICATIONS, INC.
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2. Name of the person relying on exemption:
ASSOCIATION OF BELLTEL RETIREES, C. WILLIAM JONES, JOHN M. BRENNAN,
JACK K. COHEN, EILEEN T. LAWRENCE, ROBERT G. GAGLIONE, PAMELA M. HARRISON,
JOHN W. HYLAND, DONALD R. KAUFMAN, CHARLES F. SCHALCH,
DAVID J. SIMMONS, THOMAS M. STEED AND JOHN L. STUDEBAKER
-------------------------------------------------------------------------------
3. Address of the person relying on exemption:
P.O. BOX 33, COLD SPRING HARBOR, NEW YORK 11724
-------------------------------------------------------------------------------
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a-6(g)(1):
Association of BellTel Retirees, Inc.
Post Office Box 33
Cold Spring Harbor, New York 11724 (logo)
______________________________________________________________________________
Phone: (631) 367-3067 Web Site: www.belltelretirees.org
Fax: (631) 367-1190 E-mail: association@belltelretirees.org
Hotline: 1-800-262-9222
March 2014
March 2013
President and THIS LETTER IS INTENDED FOR VERIZON SHAREHOLDERS ONLY.
Executive Director
C. William Jones This letter is for our members who own Verizon stock.
(410) 310-8533 If you do not own Verizon stock, please pass this on
to anyone you know who owns Verizon stock. Jack
Senior Staff Manager Cohen, the Association's Executive Vice President,
Christina M. Kruger Introduced the "Severance Approval Policy" described
(631) 367-3067 Below.
BOARD OF If you have not received your Verizon proxy by April
DIRECTORS 9th, contact your broker or call Computershare
Trust Company at 1-800-631-2355. PLEASE DO NOT RETURN
Officers PROXY CARDS to the Association of BellTel Retirees.
John M. Brennan
Chairman of the Board DEAR FELLOW ASSOCIATION MEMBER:
(201) 666-8174
We urge you to vote FOR two items on Verizon's proxy
Jack K. Cohen card for the upcoming Annual Meeting, scheduled for
Executive Vice President May 1 in Phoenix, Arizona.
(914) 245-3129
ITEM 7: VOTE FOR THE "SEVERANCE APPROVAL POLICY"
Eileen T. Lawrence FOR EXCESSIVE 'GOLDEN PARACHUTES'
Chief Financial Officer
(718) 229-6078 While we support generous performance-based pay, we
believe that requiring shareholder approval of "golden
Robert G. Gaglione parachute" severance packages with a total cost
Treasurer exceeding 2.99 times an executive's base salary plus
(516) 676-0937 target bonus is a prudent policy that will better
align compensation with shareholder interests.
Pamela M. Harrison
Secretary & According to the 2014 Proxy Statement (page 54), if
V.P. Union Relations CEO Lowell McAdam is terminated without cause, whether
(845) 225-6497 or not there is a change in control, he could receive
an estimated $37.1 million in termination payments,
Directors MORE THAN 7.1 TIMES his 2013 base salary plus target
John W. Hyland short-term bonus. He would also receive an estimated
(845) 278-9115 $37.1 million due to disability or death. Even if he
voluntarily retires, he would receive an estimated
Donald R. Kaufmann termination payout of $21.9 million.
(610) 687-1363
Likewise, CFO Shammo and Executive Vice President Mead
Charles F. Schalch would receive an estimated $9.3 and $10.7 million,
(610) 399-3626 respectively - MORE THAN 5.7 TIMES their base salary
plus target short-term bonus (Proxy, page 54). They
David J. Simmonds would receive the same payout for termination due to
(732) 636-4847 Retirement, death or disability.
Thomas M. Steed These estimated termination payments are in addition to
(845) 457-9848 compensation that is earned prior to termination,
including pension savings plans, deferred compensation
John L. Studebaker plans, and executive life insurance benefits, which
(610) 296-0281 each pay out millions more.
Board Member Emeritus: A decade ago, after a shareholder proposal on Golden
Louis Miano Parachutes sponsored by our Association received
support from 59% of the shares voted, Verizon adopted a
Board Member Emeritus: policy to seek shareholder approval for severance with
Robert A. Rehm a "cash value" in excess of 2.99 times salary plus
target bonus. But this left a loophole, in our view.
The Company policy excludes the value of the
accelerated vesting of performance shares (PSUs) and of
restricted stock (RSUs), including accrued dividends,
from the total cost calculation that would trigger the
need for shareholder ratification (2014 Proxy, page
41).
Because PSUs and RSUs are not vested or earned prior
to termination, they are disclosed as termination
payments in the Proxy. If a senior executive
terminates after a "change in control," all
outstanding PSUs immediately "vest at target level"
(Proxy at page 41 and 54). Had the executive not
terminated, the PSUs would not have vested or paid out
until the end of the performance period (up to 3 years
later) - and could potentially have been worthless if
performance compared badly to the Dow Peer index and
free cash flow metric used by the Board.
For example, if CEO McAdam terminated next month after
a change in control, the PSU grant for the 2013-2015
performance cycle would vest at the "target" level
($5.625 million) regardless of the company's
performance. The RSUs ($3.75 million grant value)
would also immediately vest, with the payout based on
the price of Verizon's stock at the end of the
performance period (Proxy, page 43).
We believe our Company's severance approval policy
should be updated to include the TOTAL COST of
termination payments, including the estimated value of
accelerated vesting of RSUs and PSUs that otherwise
would not have been earned or vested until after
the executive's termination.
ITEM 4: VOTE FOR THE "PROXY ACCESS BYLAW" FOR
SHAREHOLDER DIRECTOR NOMINATIONS
This proposed Bylaw amendment is supported by
Verizon's Board and will implement the shareholder
proposal that I submitted last year, with the support
of the Association. It was approved by 53% of the
outstanding common stock voted at the 2013 Annual
Meeting.
The proposal allows large, long-term shareholders, or
a group of shareholders, to nominate candidates for
Election to the Board and to let shareholders vote for
those candidates on the company's proxy card. It would
establish the same strict 35 ownership and 3-year
eligibility thresholds recommended by the Securities
and Exchange Commission (SEC.) The proposal also
provides that the number of shareholder-nominated
candidates cannot exceed 20% of the number of directors
then serving.
This modest new policy promises to add some competition
and choice to director elections. Thanks to the
Association's effort, Verizon is poised to become the
first Fortune 100 company to adopt this policy based on
a majority vote for a shareholder proposal that was
opposed by the Company. We are pleased the Board has
reversed its position - and we hope you will vote for
PLEASE VOTE YOUR PROXY CARD FOR ITEMS 4 AND 7.
Sincerely yours,
/s/ Bill
C. William Jones
President & Executive Director
The cost of this letter is being borne entirely by the Association of BellTel
Retirees Inc. This is not a solicitation. Please DO NOT send your proxy card
to the Association.