This excerpt taken from the VZ DEF 14A filed Mar 23, 2009.
Statement of Kenneth Steiner
Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings, management may become insulated and investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter is sufficiently important to merit prompt consideration.
Fidelity and Vanguard supported a shareholder right to call a special meeting. The proxy voting guidelines of many public employee pension funds also favor this right. Governance ratings services, such as The Corporate Library and Governance Metrics International, have taken special meeting rights into consideration when assigning company ratings.
The merits of this Special Shareowner Meetings proposal should also be considered in the context of the need for improvements in our companys corporate governance and in individual director performance. In 2008 the following governance and performance issues were identified:
Act by written consent.
Additionally eight of our directors, including directors who had increased responsibilities as noted, also served on boards rated D by the Corporate Library:
The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal: