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VZ » Topics » (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

This excerpt taken from the VZ DEFA14A filed Apr 23, 2009.

(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 the transaction applies:

 

  

 
  (2) Aggregate number of securities to which the transaction applies:

 

  

 
  (3) Per unit price or other underlying value of the 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 the 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:

 

  

 

 

Marc C. Reed

Executive Vice President – Human Resources

    LOGO

Verizon Communications Inc.

140 West Street, 29th Floor

New York, New York 10007

 

April 23, 2009

Dear Investor:

We recently sent you a letter describing key features of our executive compensation program. We want to advise you that we have recently decided to make the following changes as part of our goal of continuing to improve our program:

 

  •  

To discontinue the practice of making an executive whole for tax liability related to the payments that the company makes to the executive to defray a portion of the premium under Verizon’s Executive Life Insurance Plan for employee participants beginning with the next premium that is due (which will be in 2010) and for those participants who retire after December 31, 2009; and

 

  •  

To provide that the current policy of permitting a Chief Executive Officer to use company aircraft for personal use following retirement will not apply to the current and any subsequent CEO of Verizon.

Please call me if you have any questions.

 

Sincerely,

LOGO

This excerpt taken from the VZ DEFA14A filed Apr 7, 2009.

(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:

  

 

 

Marc C. Reed

Executive Vice President – Human Resources

    LOGO
  

Verizon Communications Inc.

140 West Street, 29th Floor

New York, New York 10007

April 7, 2009

Dear Investor:

This year, Verizon’s Proxy Statement includes management’s first proposal seeking an advisory vote related to executive compensation, as well as shareholder approval of Verizon’s incentive plans.

We appreciate your taking the time to consider management’s proposals in advance of our May 7, 2009 Annual Meeting of Shareholders. We believe these proposals deserve your support.

Our executive compensation program is explained in detail in the Compensation Discussion & Analysis section of the enclosed 2009 Proxy Statement, and as this summary of the compensation program and the charts in Attachment A demonstrate, Verizon’s Board has implemented sound and reasonable policies that link pay with performance.

This excerpt taken from the VZ DEFA14A filed Apr 2, 2009.

(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:

  

 

 

This excerpt taken from the VZ DEFA14A filed Mar 30, 2009.

(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:

  

 

 

LOGO

Mr. Patrick McGurn

Special Counsel

RiskMetrics Group

One Chase Manhattan Plaza 44th Floor

New York, New York 10005

Ms. Carol Bowie

Head of the Governance Institute

RiskMetrics Group

2099 Gaither Road

Rockville, MD 20850-4045

Dear Pat and Carol:

As Verizon’s independent compensation consultant for the Human Resources Committee (“the Committee”) of Verizon’s Board of Directors, the Committee asked that I reach out to continue our dialogue on Verizon’s executive compensation program, including recent changes that the Committee has made.

This year, Verizon’s Proxy Statement includes management’s first proposal seeking an advisory vote related to executive compensation at its May 7, 2009 Annual Meeting of Shareholders. I would very much appreciate the opportunity to meet with you to share the Committee’s views on Verizon’s executive compensation program in the context of this important advisory vote and respond to any questions you may have. Enclosed is a copy of Verizon’s 2009 Proxy Statement describing the company’s executive compensation program.

In preparation for our discussion, I would like to highlight that Verizon’s compensation program demonstrates sound governance practices, provides a direct linkage between pay and performance and effectively aligns the interests of shareholders and executives.

This excerpt taken from the VZ DEF 14A filed Mar 23, 2009.

(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:

  

 

 

Table of Contents

LOGO

 

This excerpt taken from the VZ DEFA14A filed Mar 16, 2009.

(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:

  

 

 

EXPLANATORY NOTE

The following Letter to the Editor from Peter W. Thonis, Chief Communications Officer of Verizon Communications Inc., was published in the March 16, 2009 issue of Crain’s New York Business.

*   *   *

Your article on executive compensation (March 9) takes a gratuitous swipe at Verizon’s policies. While rightly calling Verizon a company that has “better aligned its pay policies with the times,” the article goes on to quote two pension funds that argue shareholders should not pay for unearned compensation – citing, inaccurately, our CEO’s death benefit.

In fact, upon the death of Verizon’s CEO, not a single dime of “severance” would be paid to his estate. A portion of his death benefit would be a payment from his life insurance company, and another potential portion would be the payment of previously reported income that would vest at the time of his death. This income is entirely at risk, depending on the company’s stock price performance over three years’ time.

*  *  *

IMPORTANT ADDITIONAL INFORMATION

On February 26, 2009, Verizon filed its preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) relating to its 2009 annual meeting of shareholders (the “Annual Meeting”). Verizon expects to file with the SEC its definitive proxy statement (the “Definitive Proxy Statement”) relating to the Annual Meeting on or about March 23, 2009. Shareholders are strongly advised to read the Definitive Proxy Statement, as well as any supplements thereto or other relevant documents that Verizon files with the SEC, when they become available because they will contain important information. Shareholders are able to obtain copies of the Preliminary Proxy Statement and will be able to obtain copies of the Definitive Proxy Statement and any other documents filed by Verizon with the SEC in connection with the Annual Meeting free of charge at the SEC’s website at www.sec.gov or on Verizon’s investor relations website at www.verizon.com/investor.

Verizon and its directors and its executive officers may be deemed participants in the solicitation of proxies from shareholders in connection with the Annual Meeting. Information concerning Verizon’s directors and executive officers and their respective interests in Verizon by security holdings or otherwise is available in the Preliminary Proxy Statement and in Verizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on February 24, 2009.

This excerpt taken from the VZ DEF 14A filed Mar 17, 2008.

(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:

  

 

 

Table of Contents
LOGO

  Verizon Communications Inc.

  140 West Street

  New York, New York 10007

 

March 17, 2008

 

 

 

Dear Fellow Shareholders:

 

On behalf of the Board of Directors, we invite you to attend Verizon’s 2008 annual meeting of shareholders. The meeting will be held on Thursday, May 1, 2008 at 10:30 a.m., local time, at The Cornhusker Marriott Hotel, 333 South 13th Street, Lincoln, Nebraska. You can find directions to the meeting on the admission ticket attached to your proxy card, in the proxy statement and online at www.verizon.com/investor.

 

The annual meeting is an opportunity to discuss matters of general interest to Verizon’s shareholders and for you to vote on the matters included in the proxy statement. At this year’s meeting, you will be asked to elect Directors, ratify the appointment of the independent registered public accounting firm and consider three shareholder proposals. The Board of Directors recommends that you vote FOR items 1 and 2 and AGAINST items 3, 4 and 5.

 

Only Verizon shareholders may attend the annual meeting. If you are a registered Verizon shareholder, your admission ticket is attached to your proxy card. If you hold your shares through a bank, broker or other institution, the proxy statement explains how to obtain an admission ticket at the meeting.

 

Your vote is very important, so please take the time to vote promptly so that your shares are represented at the meeting. We appreciate your participation and your ongoing interest in Verizon.

 

 

 

Sincerely,

 

 

LOGO

Chairman and Chief Executive Officer

 
 

 

 

EXCERPTS ON THIS PAGE:

DEFA14A
Apr 23, 2009
DEFA14A
Apr 7, 2009
DEFA14A
Apr 2, 2009
DEFA14A
Mar 30, 2009
DEF 14A
Mar 23, 2009
DEFA14A
Mar 16, 2009
DEF 14A
Mar 17, 2008

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