Sector: Communication
VERIZON COMMUNICATIONS INC · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2013 with strong technology and risk management credentials; the 3-year TSR gap versus the named peer group is -16.0pp, well below the 50pp threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns are present.
Director since 2020 with deep financial and cybersecurity expertise; the 3-year TSR gap versus peers is -16.0pp, far below the 50pp trigger threshold, and she holds 3 current public board seats (Verizon, AbbVie, CrowdStrike, Freshworks — 4 total), which warrants a closer look on overboarding.
Director since 2015 and newly elected independent Chair; the 3-year TSR gap versus peers is -16.0pp, below the 50pp trigger, and he holds 2 current public board seats (Verizon, Oscar Health), well within the policy limit.
Director since 2022 with rare operational telecommunications expertise from his tenure running Vodafone; the 3-year TSR gap versus peers is -16.0pp, below the 50pp trigger, and no overboarding or attendance concerns are present.
Director since 2024, well within the 24-month new-director exemption period, so the TSR trigger does not apply; she brings deep CFO-level financial expertise relevant to Verizon's capital-intensive business.
Director since August 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; she brings consumer brand and large-scale operations experience from Coca-Cola that complements the board's existing skills.
Director since 2021 with consumer goods and global operations leadership experience; the 3-year TSR gap versus peers is -16.0pp, below the 50pp trigger, and he holds 1 current public board seat (Verizon only, following departures from Starbucks and Reckitt boards).
Serving as CEO and director since 2018; the 3-year TSR gap versus the named peer group is -16.0pp, which does not meet the 50pp threshold required to trigger an against vote even for an executive director, and his leadership credentials are directly relevant to Verizon's current transformation strategy — note that he will be stepping down from Cisco's board effective May 21, 2026, resolving any potential overboarding question.
Director since 2021 with strong financial and consumer/B2B expertise as CEO of UPS; the 3-year TSR gap versus peers is -16.0pp, below the 50pp trigger, and she holds 2 current public board seats (Verizon, UPS), within the limit for a sitting CEO.
All 9 director nominees receive a FOR vote. The primary TSR analysis uses Verizon's disclosed compensation peer group (26 companies). Verizon's 3-year total return of +44.9% is strong in absolute terms, and the gap versus the peer median of +60.9% is only -16.0 percentage points — well below the 50pp threshold that would trigger an against vote for a company with positive absolute 3-year returns above 20%. No overboarding, attendance, or independence concerns were identified across the slate. Two newer directors (Litchfield, Mann) are exempt from the TSR trigger entirely due to joining within the past 24 months.
CEO
Daniel Schulman
Total Comp
N/A
Prior Support
90%%
Verizon's compensation program is strongly performance-oriented, with approximately 90% of total pay structured as variable, at-risk compensation — well above the 50-60% policy threshold. The CEO's reported total compensation of $34.3 million is heavily skewed toward equity awards ($32.8 million) tied to multi-year performance metrics including adjusted EPS, free cash flow, wireless service revenue, and a relative TSR modifier compared to the S&P 100, reflecting genuine pay-for-performance linkage. The prior year say-on-pay vote received approximately 90% support, the company has robust clawback and anti-hedging policies, and the 2023-2025 performance stock awards paid out at 78% — below target — reflecting real downside consequences for underperformance, all of which support a FOR vote.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm fully appropriate for a company of Verizon's size and complexity. The proxy filing text provided does not include the auditor fee table, so audit and non-audit fees cannot be confirmed from the available materials; however, no tenure disclosure, restatement, or auditor adequacy concerns were identified in the filing, and the policy default for unconfirmed tenure is FOR. On the available information, no policy trigger fires.
3 proposals submitted by shareholders
Proposal 5
As You Sow is a well-known ESG advocacy organization whose proposals consistently serve environmental advocacy goals rather than neutral fiduciary interests — it falls squarely within the ideological progressive filer category under this policy, which calls for an against vote regardless of the proposal's surface framing. A neutral fiduciary investor would not have submitted this specific proposal in this form. Accordingly, the proposal is voted AGAINST.
Proposal 6
Verizon already has an independent board chair — Mark Bertolini was elected to that role in October 2025 when Daniel Schulman became CEO — so the core governance concern this proposal addresses has been fully remediated and the proposal is moot. Supporting a shareholder proposal that demands a structural change the company has already implemented would be redundant and does not add shareholder value. On that basis, AGAINST is appropriate.
Proposal 7
Without clear filer identity information in the provided text, this proposal is evaluated on its merits: Verizon already discloses detailed information about its compensation metrics including wireless service revenue, adjusted EPS, free cash flow, and relative TSR, and the Human Resources Committee annually reviews the risk profile of the compensation program. The proposal's framing around 'non-fiduciary' metrics appears to challenge legitimate operational performance measures that are well-explained in the proxy, and there is no evidence of prior-year shareholder support that would suggest a genuine unaddressed concern. On balance, AGAINST is appropriate.
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Carol Tomé | 98.7% | 2.7B | 36.1M | ✓ Elected |
| Jennifer Mann | 98.4% | 2.7B | 43.1M | ✓ Elected |
| Daniel Schulman | 98.4% | 2.7B | 44.6M | ✓ Elected |
| Caroline Litchfield | 97.0% | 2.7B | 81.5M | ✓ Elected |
| Vittorio Colao | 97.0% | 2.7B | 83.4M | ✓ Elected |
| Roxanne Austin | 95.7% | 2.6B | 119.1M | ✓ Elected |
| Laxman Narasimhan | 95.6% | 2.6B | 121.3M | ✓ Elected |
| Mark Bertolini | 93.3% | 2.6B | 185.9M | ✓ Elected |
| Shellye Archambeau | 91.3% | 2.5B | 241.5M | ✓ Elected |
Say on Pay
For 2.4B · Against 355.7M · Abstain 19.0M
Auditor Ratification
For 3.2B · Against 248.0M · Abstain 49.1M
Other Proposals
Proposal 3
Approval of Verizon's 2026 Long-Term Incentive Plan
Proposal 5
Board Oversight of Material Issues Related to Climate Change
Proposal 6
Independent Board Chair
Verizon's 2026 annual meeting ballot is broadly shareholder-friendly: all nine director nominees pass the policy screens, the compensation program is strongly performance-based with 90% prior-year support, and the auditor is a Big 4 firm with no disclosed fee concerns. The three shareholder proposals are voted against — one because the proposing organization is an ideological advocacy filer, one because Verizon has already adopted an independent chair structure, and one because the company already provides extensive disclosure on the challenged compensation metrics.
26 companies disclosed in 2026 proxy filing
