53.2% Verizon Shareowners Vote "YES" on Proxy to Allow Long-Term Shareowners to
Nominate Board Candidates
Proxy Win Represents 10th Corporate Governance Changes Achieved by
Non-Profit Association of BellTel Retirees Inc.
TULSA, OK -- (Marketwired) -- 05/02/13 -- Today a majority of
Verizon Communications Inc. (NYSE: VZ) shareowners approved a Proxy
Access proposal (Item #7) that amends the company's bylaws and allows
shareholders to nominate a limited number of directors for election
to the Board.
The proxy, proposed by the Association of BellTel Retirees Inc.,
(www.BellTelRetirees.org) says shareholders should be able to
nominate a candidate for Verizon's board, so long as the shareholder
(or a group of shareholders) own 3% of Verizon common stock for a
period of 3 years or more. 53.2% of shareowners voted in favor of the
measure giving the powerful non-profit retiree association its 10th
proxy victory in 15 years.
C. William Jones, president of the Association of BellTel Retirees
said, "This bylaw will lead to enhanced accountability and allow
long-term Verizon shareowners to finally have a true voice in
electing directors that are not solely hand-picked by Verizon
management. The retirees of Verizon have a significant long-term
vested interest in the company -- 72% of us are shareowners and 90%
are customers -- and we want it to do well."
Second Proxy Win in 2013:
The retirees' also had a second proxy victory this year. After the
retirees filed their Performance Stock Unit Payout (PSU) proposal,
Verizon's board of directors approved a reduction in the amount of
PSU payout senior executives can earn for below-average stock
returns, so that it became more closely aligned with the retiree's
proposal. This is disclosed within Verizon's annual proxy filing
Mr. Jones continued, "The BellTel Retirees have demonstrated over and
over again that a group of small but very engaged shareholders can
reshape the compensation and corporate governance policies of a
Fortune 15 industry giant in a manner that benefits all company
The 128,000-member Association of BellTel Retirees
(www.belltelretirees.org), has proposed a series of successful
corporate governance and executive compensation changes over the last
15 years, first when the company
was NYNEX, then Bell Atlantic and
The retiree group has now achieved an unprecedented ten-victories,
three by a majority vote (2003 Executive Severance- 59% affirming;
2007 Say on Pay - with 50.18% Yes and 2013's Proxy Access with 53.2%)
and seven others the company and its successor boards negotiated off
the proxy ballot.
Past Successful BellTel Retiree Association Proxy Campaigns
1. 2013 VZ Performance Stock Unit Payout (PSU) proposal - Earlier in
2013 the board agreed to partially adopt the retiree proposal
tightening standards for awarding PSU's to senior executives when
Verizon's performance is below the median compared to its Dow Jones
2. 2007 "Say on Pay" Advisory Vote on Executive Compensation-Retirees win with 50.18% of the vote, effective for 2009;
3. 2007 Corporate Governance Guidelines -The Board partially adopted
a retiree proxy limiting the number of boards a Verizon director can
serve on. A director who is an executive officer of a public company
is limited to three public company boards; other directors are
limited to six company boards.
4. 2006 Performance Based Equity Compensation - Retiree proxy asked
that at least 75% of future senior executive equity compensation be
5. 2005 Supplemental Executive Retirement Plan (SERP) - The Verizon
board agreed to rein in senior executive SERP. Previous SERP
contributions were 32% of combined salary plus bonus for every dollar
above $210,000 of salary. The old SERP was frozen and the new
contribution level reduced from 32% down to the rank-and-file level
of 4% to 7%.
6. 2005 Board Composition - Revised guidelines to reduce the Verizon
board headcount from 21 to 12 or fewer members. Further, over time
Verizon agreed to align the board to meet the Association's proxy
definition of an "independent" board.
7. 2004 Binding Executive Severance - Following the board's failure
to implement the 2003 proxy mandated by shareowners, the Association
proposed a new binding proxy causing the Verizon board to agree to
adopt the requirement of a shareholder vote to approve large new
8. 2003 Exclude Pension Credits (Phantom Earnings) from Calculation
of Executive Compensation- Verizon's board agreed to stop using
shadow profits to enhance senior executive bonuses after retirees
receive over 40% vote in previous year balloting.
9. 2003 Executive Severance - Retirees receive 59% yes vote. The
change limits overly generous golden parachutes and requires
shareholder approval for packages over the limit. It is the first
time an outsider proxy opposed by the company board wins at a Bell
System/former Bell company.
Tom Butler/Victoria Carman/Katie Linek
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