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. ------------------------------------------------------------------------------- 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.