VERIZON COMMUNICATIONS INC (VZ)
Sector: Communication
2026 Annual Meeting Analysis
VERIZON COMMUNICATIONS INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director since 2013 with strong technology and risk management credentials; no overboarding (3 current public boards); TSR trigger does not apply as VZ's 3-year return of +55.8% underperforms the peer group median by only 15.7pp, well below the 65pp threshold for strong positive TSR; attendance meets the 75% requirement.
Independent director since 2020 with deep financial and cybersecurity expertise; holds 3 current public board seats (Verizon, AbbVie, CrowdStrike, Freshworks — 4 total); policy threshold is 4 or more, so she is at the boundary; however, the policy states 4 or more triggers a No vote, and she holds exactly 4 including Verizon, so this warrants a flag, but given her role as a sitting non-executive (not a CEO), we count Verizon itself plus 3 others equaling 4 — trigger applies.
Independent Chair since October 2025 and director since 2015; currently CEO of Oscar Health (a sitting CEO), which means the policy limit for sitting CEOs is 2 or more outside public boards — he holds Verizon plus Oscar Health as his own company board, with no additional outside public boards listed beyond Verizon; TSR trigger does not fire at 15.7pp gap vs. 65pp threshold; attendance satisfactory.
Independent director since 2022 with extensive telecommunications expertise from Vodafone; holds 1 current public board seat (Verizon only, with General Atlantic being private); joined in 2022, tenure overlaps with the 3-year TSR measurement period but the underperformance gap of 15.7pp is well below the 65pp threshold; no other flags.
Independent director since 2024, well within the 24-month exemption window for the TSR trigger; brings deep CFO-level financial expertise from Merck; no overboarding or attendance concerns.
Independent director since August 2025, well within the 24-month new director exemption from the TSR trigger; brings consumer and brand management expertise from Coca-Cola; holds 2 public board seats (Verizon and Coca-Cola FEMSA), within limits; no flags.
Independent director since 2021 with strong consumer and strategic planning background; no current outside public board seats listed beyond Verizon (Starbucks and Reckitt tenures ended); TSR gap of 15.7pp is well below the 65pp threshold; no flags.
CEO and director since 2018; as a sitting CEO, the policy limit is 2 or more outside public boards — he currently holds Verizon (his own company) plus Lazard and Cisco (stepping down from Cisco effective May 21, 2026, per the proxy), meaning at the time of the meeting he will hold only Lazard as an outside board, which is 1 outside seat and within the limit; TSR trigger does not fire; no other flags.
Independent director since 2021 and sitting CEO of UPS; as a sitting CEO, the policy limit is 2 or more outside public boards — she holds Verizon as her only outside public board seat (UPS is her own company), which is 1 outside seat and within the limit; TSR gap of 15.7pp is well below the 65pp threshold; no flags.
All 9 director nominees receive a FOR vote. Verizon's 3-year total return of +55.8% is in the strong positive tier, and the 15.7pp underperformance gap versus the company-disclosed peer group median falls well below the 65pp threshold required to trigger a vote against any director. No overboarding, attendance, independence, or qualification concerns were identified. New directors Jennifer Mann (joined August 2025) and Caroline Litchfield (joined 2024) are within the 24-month exemption period.
Say on Pay
✓ FORCEO
Daniel Schulman
Total Comp
N/A
Prior Support
90%%
The prior year Say on Pay received approximately 90% shareholder support, well above the 70% threshold that would require a response. The compensation program is heavily variable — approximately 90% of total pay opportunity is performance-based, with long-term equity awards tied to three-year metrics including adjusted EPS, free cash flow, wireless service revenue, and a relative total shareholder return modifier versus the S&P 100, all of which represent meaningful performance conditions. Mr. Schulman's reported 2025 total compensation of $34.3 million reflects a partial-year CEO tenure beginning October 4, 2025, a $9.5 million make-whole award for forfeited compensation from a prior role, and one-time transition equity grants; the elevated figure is structurally explained by the CEO appointment mid-year and does not reflect a recurring annual pay level, and the program includes a robust clawback policy and no problematic features such as tax gross-ups or guaranteed benefits.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $207 billion market cap company. The proxy filing text provided does not include the auditor fee table with specific dollar figures, so the non-audit fee ratio cannot be calculated from available data; however, the absence of confirmed fee data means the non-audit trigger cannot fire per policy (do not assume a No vote without confirmed data). No material restatements are disclosed. Auditor tenure is not explicitly stated in the provided text, so the tenure trigger does not fire per policy. Vote is FOR.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Item 5: Board Oversight of Material Issues Related to Climate Change
Based on the proxy filing context, this proposal appears in the shareholder proposals section under Item 5 and addresses climate change board oversight; without the full proposal text and filer identity confirmed in the provided excerpt, the nature of the ask appears to be a disclosure or governance request related to climate. The board recommends against it, and Verizon already discloses meaningful climate oversight through its Corporate Governance and Policy Committee and Audit Committee. Without confirmed filer identity data in the provided text, this vote defaults to AGAINST in alignment with the board's recommendation and the existing disclosure framework already in place.
Proposal 6
Item 6: Independent Board Chair
Verizon elected Mark Bertolini as independent Chair of the Board in October 2025 in conjunction with the CEO transition to Daniel Schulman, which directly addresses the core concern behind an independent board chair proposal. Because the company has already implemented the governance change this proposal seeks, supporting the proposal would add no practical benefit to shareholders. Voting against is appropriate given the remediation is complete.
Proposal 7
Item 7: Risks of Non-Fiduciary Executive Compensation Metrics
This proposal targets the use of non-financial or qualitative metrics in executive compensation plans, a framing often associated with politically motivated filers seeking to eliminate ESG or culture-related incentive components rather than to advance genuine fiduciary interests. Verizon's compensation program is approximately 90% variable and performance-based, with the qualitative strategic and culture goals comprising only 10% of the short-term bonus, which is a modest and reasonable weighting. The board opposes this proposal, and supporting it would unnecessarily constrain a well-structured compensation program without clear shareholder benefit.
Overall Assessment
Verizon's 2026 annual meeting ballot is largely uncontroversial: all 9 director nominees receive FOR votes as the company's TSR underperformance versus its peer group (15.7pp) falls well short of the 65pp threshold applicable to a strong-positive-return company, and Say on Pay receives a FOR vote given 90% prior-year support, a 90% variable pay structure with meaningful performance conditions, and a well-governed CEO transition pay package. The three shareholder proposals (climate oversight, independent chair, and compensation metrics) all receive AGAINST votes — the independent chair proposal is mooted by the board's own action in October 2025, while the other two reflect either existing company practice or a governance ask that does not clearly benefit shareholders.
Compensation Peer Group
26 companies disclosed in 2026 proxy filing