PX14A6G 1 adpfundmgr.txt LETTER TO FUND MANAGERS SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ x ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ X ] Soliciting Material Pursuant to (S) 240.14a-12 VERIZON COMMUNICATIONS, INC. ----------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) ASSOCIATION OF BELLTEL RETIREES, C. WILLIAM JONES, JOHN M. BRENNAN, MICHAEL S. KUCKLINCA, EILEEN T. LAWRENCE, RICHARD S. KNAPP, ROBERT E. REHM, JAMES E. CASEY, JR., PAMELA M. HARRISON, JOHN A. PARENTE, JOSEPH A. RISTUCCIA, JOANNE JACOBSEN, THOMAS J. SISTI AND PATRICIA TRENT WELLS ----------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies:________________________________________________________ (2) Aggregate number of securities to which transaction applies:________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):____________________________________________________ (4) Proposed maximum aggregate value of transaction:______ (5) Total fee paid:_______________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid:_______________________________ (2) Form, Schedule or Registration Statement No.:_________ (3) Filing Party:_________________________________________ (4) Date Filed:___________________________________________ 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 2006 Board of Directors C. William Jones Dear Pension Fund Administrator: President (410) 770-9485 I am writing to urge you to VOTE FOR two important shareholder resolutions on Office Manager Verizon's proxy card for the upcoming Christina M. Kruger Annual Meeting on May 4 in Overland (631) 367-3067 Park, Kansas. BOARD OF DIRECTORS WE URGE YOU TO VOTE YOUR PROXY FOR ITEM John M. Brennan 8 (PERFORMANCE-BASED EQUITY Chairman of the Board COMPENSATION) AND FOR ITEM 5 (201) 666-8174 COMPOSITION OF BOARD OF DIRECTORS) Michael S. Kucklinca Last year, for the third straight year, Executive Vice President members of our Association resulted in (516) 741-2424 Verizon altering its executive compensation practices - most recently Eileen T. Lawrence by terminating its lavish supplemental Treasurer pension benefit for top executives (718) 229-6078 (SERP) after shareholder strongly supported a retiree shareholder Richard S. Knapp proposal to require that these "top Secretary hat" pension benefits be disclosed to (914) 779-6292 and approved by the shareholders in the future. We hope you will support Robert A. Rehm these additional governance reforms: Chief Financial Officer (516) 827-0801 - PERFORMANCE-BASED EQUITY COMPENSATION: PROXY ITEM 8 ASKS THE BOARD TO ADOPT A Vice Presidents POLICY REQUIRING THAT AT LEAST 75% OF James E. Casey, Jr. FUTURE EQUITY-BASED COMPENSATION (540) 439-9568 (I.E., STOCK OPTIONS AND RESTRICTED STOCK AWARDED TO SENIOR EXECUTIVES BE Pamela M. Harrison TRULY PERFORMANCE-BASED, WITH THE (845) 225-6497 PERFORMANCE CRITERIA DISCLOSED TO SHAREHOLDERS. John A. Parente (518) 372-0526 This proposal, which I submitted, calls on the Board to set a considerably Joseph A. Ristuccia higher performance hurdle for long-term (631) 765-1111 equity compensation. For many years the compensation of Verizon's senior Directors executives has been disconnected from Joanne Jacobsen returns to shareholders, in our view. (941) 493-7874 For example, Institutional Shareholder Services, in its 2004 proxy analysis, Thomas J. Sisti stated that CEO Ivan Seidenberg's $19.1 (201) 794-6494 million compensation for 2003 was "arguably excessive for a company that Patricia Trent Wells had negative shareholder returns for the (212) 535-6859 past one-, three- and five-year periods. Board Member Emeritus The Company opposes this proposal, Louis Miano stating in the proxy that "a significant (781) 444-8080 portion of the long-term compensation of Verizon executives is . . . performance- based in the form of performance stock units (PSUs)." HOWEVER, IN OUR VIEW, A CLOSE LOOK AT THE PSU AGREEMENT REVEALS THAT THE PERFORMANCE HURDLE IS WHAT GOLFERS REFER TO AS A "GIMME." For example, if 79.9% of the companies in the S&P 0500 and industry peer groups outperform Verizon (that is, Verizon's total return ranks at the 20th percentile), the executive receives 34% of the total value of the restricted shares. If Verizon performs somewhat below average - finishing at the 45th percentile in total return - the executive receives 76.5% of the total possible award. Verizon's PSU grants assume even greater importance now that the Board has retroactively converted Mr. Seidenberg's 2005 restricted stock grant into a total 314,380 PSUs (with a grant value of $11.3 million). The peer-indexed options and premium- priced options proposed in this shareholder resolution tie equity compensation more closely to key measures of shareholder value. - COMPOSITION OF BOARD OF DIRECTORS: ITEM 5 URGES THE BOARD TO NOMINATE DIRECTORS SUCH THAT, IF ELECTED, A TWO-THIRDS MAJORITY OF DIRECTORS WOULD BE TRULY INDEPENDENT. PROPONENT'S DEFINITION OF "INDEPENDENT" IS COMPARABLE TO THE STANDARD ADOPTED BY THE COUNCIL OF INSTITUTIONAL INVESTORS. A majority (7) of Verizon's 13 director candidates have what we view as material financial relationships with the Company or its officers, directly or through their firms. In addition to CEO Seidenberg, we believe that at least six outside directors are non-independent due to board interlocks, or because their own employer receives substantial grants, fees, or business from the Company, or did in the recent past: - Joseph Neubauer is CEO of ARAMARK, where Verizon President and Vice Chairman Babbio is a director and previously determined Neubauer's compensation as a member of the board compensation committee. - Thomas O'Brien is former CEO of PNC Financial Services, where Verizon Wireless CEO Dennis Strigl has participated in boosting his retirement benefits as a member of PNC's compensation committee. - Richard Carrion is CEO of a bank that is Verizon's co-investor in Puerto Rico Telephone (Verizon owns a controlling 52% interest). - Robert Storey recently retired as a partner in a firm providing legal services to Verizon. - Hugh Price was, until 2003, CEO of a nonprofit receiving millions of dollars in grants from Verizon during a period Seidenberg served on its governing board. - Sandra Moose, until year-end 2003, was Senior Vice President of a firm which Verizon paid at least $3.5 million for consulting services since 2000. A more independent board is particularly needed at Verizon. Although the Company argues that a substantial majority of the board is "independent" under the NYSE's minimum standard, we believe that outside directors are not independent when they have non-trivial financial relationships with the Company or its officers. I hope you will join me and VOTE YOUR SHARES FOR PROXY ITEMS 5 AND 8. Sincerely yours, C. William Jones President & Executive Director, Association of BellTel Retirees Inc. 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.