VERIZON COMMUNICATIONS INC
For the period ended May 22, 2025. Filed Apr 7, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 7, 2025
Contents
Appendix AA-1
Appendix A
Non-GAAP Measures
The following tables reconcile our adjusted operating income and cash flows from operations for Short-Term Incentive Plan, adjusted free cash flow and earnings per share for Long-Term Incentive Plan and adjusted earnings per share for Pay versus Performance, presented on pages 27, 31 - 33, 52 and 55 to the most comparable metrics under U.S. generally accepted accounting principles (GAAP).
Operating income reconciliation for Short-Term Incentive Plan
| (dollars in billions) | |
|---|---|
| Year ended December 31, | 2024 |
| Reported operating income | $28.9 |
| Amortization of acquisition-related intangible assets | 0.8 |
| Severance | 1.7 |
| Asset and business rationalization | 0.4 |
| Legacy legal matter | 0.1 |
| Adjusted operating income* | $31.7 |
| Adjusted operating income for Short-Term Incentive Plan* | $31.7 |
| * | May not add due to rounding. |
|---|
Cash flows from operations reconciliation for Short-Term Incentive Plan
| (dollars in billions) | |
|---|---|
| Year ended December 31, | 2024 |
| Net cash provided by operating activities | $36.9 |
| Proceeds from monetization of tower assets | (2.0) |
| Severance payments related to Voluntary Separation Program | 0.6 |
| Adjusted cash flow from operations* | $35.6 |
| Adjusted cash flow from operations for Short-Term Incentive Plan* | $35.6 |
| * | May not add due to rounding. |
|---|
| Verizon 2025 Proxy Statement | A-1 |
|---|
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
|---|
Free cash flow reconciliation for Long-Term Incentive Plan
| (dollars in billions) | |||
|---|---|---|---|
| Years ended December 31, | 2022 | 2023 | 2024 |
| Net cash provided by operating activities | $37.1 | $37.5 | $36.9 |
| Capital expenditures (including capitalized software) | (23.1) | (18.8) | (17.1) |
| Free cash flow* | $14.1 | $18.7 | $19.8 |
| Proceeds from monetization of tower assets | — | — | (2.0) |
| Severance payments related to Voluntary Separation Program | — | — | 0.6 |
| Adjusted free cash flow for Long-Term Incentive Plan* | $14.1 | $18.7 | $18.4 |
| Cumulative adjusted free cash flow for Long-Term Incentive Plan | $51.2 | ||
| * | May not add due to rounding. |
|---|
Note: cumulative adjusted free cash flow represents the sum of the three years presented.
Earnings per share reconciliation for Long-Term Incentive Plan
| (per share amounts) | |||
|---|---|---|---|
| Years ended December 31, | 2022 | 2023 | 2024 |
| Reported earnings per share | $5.06 | $2.75 | $4.14 |
| Amortization of acquisition-related intangible assets | 0.15 | 0.15 | 0.14 |
| Early debt redemption costs | 0.22 | — | — |
| Severance, pension and benefits (credits) charges | (0.25) | 0.27 | 0.21 |
| Verizon Business Group goodwill impairment | — | 1.37 | — |
| Asset rationalization | — | 0.09 | 0.07 |
| Non-strategic business shutdown | — | 0.02 | — |
| Business transformation costs | — | 0.03 | — |
| Legal settlement | — | 0.02 | — |
| Legacy legal matter | — | — | 0.02 |
| Adjusted earnings per share* | $5.18 | $4.71 | $4.59 |
| Cumulative adjusted earnings per share for Long-Term Incentive Plan | $14.48 | ||
| * | May not add due to rounding. |
|---|
Note: cumulative adjusted earnings per share represents the sum of the three years presented.
| A-2 | Verizon 2025 Proxy Statement |
|---|
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
|---|
Earnings per share reconciliation for Pay versus Performance
| (per share amounts) | |||||
|---|---|---|---|---|---|
| Years ended December 31, | 2020 | 2021 | 2022 | 2023 | 2024 |
| Reported earnings per share | $4.30 | $5.32 | $5.06 | $2.75 | $4.14 |
| Amortization of acquisition-related intangible assets | 0.20 | 0.11 | 0.15 | 0.15 | 0.14 |
| Loss on spectrum licenses | 0.22 | 0.04 | — | — | — |
| Net early debt redemption costs | 0.02 | 0.63 | 0.22 | — | — |
| Severance, pension and benefits (credits) charges | 0.33 | (0.39) | (0.25) | 0.27 | 0.21 |
| Net (gain) loss from dispositions of assets and businesses | 0.03 | (0.20) | — | — | — |
| Verizon Business Group goodwill impairment | — | — | — | 1.37 | — |
| Asset and business rationalization | — | — | — | 0.09 | 0.07 |
| Non-strategic business shutdown | — | — | — | 0.02 | — |
| Business transformation costs | — | — | — | 0.03 | — |
| Legal settlement | — | — | — | 0.02 | — |
| Legacy legal matter | — | — | — | — | 0.02 |
| Adjusted earnings per share* | $5.10 | $5.50 | $5.18 | $4.71 | $4.59 |
| * | May not add due to rounding. |
|---|
| Verizon 2025 Proxy Statement | A-3 |
|---|
New York, NY 10036
212.395.1000
| Your vote matters - here’s how to vote! | |||
| You may vote online or by phone instead of mailing this card. | |||
| Online Go to www.envisionreports.com/VZ or scan the QR code – login details are located in the shaded bar below. | |||
| Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | |||
| Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/VZ | ||
|---|---|---|---|
Annual Meeting Proxy Card
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
| A | The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. |
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| 1. | Election of Directors: | |||||||||||
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||
| 01 - Shellye Archambeau | ☐ | ☐ | ☐ | 02 - Roxanne Austin | ☐ | ☐ | ☐ | 03 - Mark Bertolini | ☐ | ☐ | ☐ | |
| 04 - Vittorio Colao | ☐ | ☐ | ☐ | 05 - Caroline Litchfield | ☐ | ☐ | ☐ | 06 - Laxman Narasimhan | ☐ | ☐ | ☐ | |
| 07 - Clarence Otis, Jr. | ☐ | ☐ | ☐ | 08 - Daniel Schulman | ☐ | ☐ | ☐ | 09 - Carol Tomé | ☐ | ☐ | ☐ | |
| 10 - Hans Vestberg | ☐ | ☐ | ☐ | |||||||||
| For | Against | Abstain | For | Against | Abstain | |||
| 2. | Advisory vote to approve executive compensation | ☐ | ☐ | ☐ | 3. Ratification of appointment of independent registered public accounting firm | ☐ | ☐ | ☐ |
| B | The Board of Directors recommends a vote AGAINST Proposals 4 - 6: |
|---|
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||
| 4. | Climate lobbying alignment | ☐ | ☐ | ☐ | 5. Lead-sheathed cable report | ☐ | ☐ | ☐ | 6. Discrimination in advertising services | ☐ | ☐ | ☐ |
| C | Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below |
|---|
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) – Please print date below. | Signature 1 – Please keep signature within the box. | Signature 2 – Please keep signature within the box. |
|---|---|---|
| / / | ||
**Verizon Communications Inc.
2025 Annual Meeting of Shareholders
**May 22, 2025, 10:00 a.m. Eastern Daylight Time
virtually via the internet at meetnow.global/VZ2025
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/VZ
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy Solicited by the Board of Directors of Verizon Communications Inc. for the Annual Meeting of Shareholders, Thursday, May 22, 2025, 10:00 a.m. Eastern Daylight Time
Your signature on the reverse side of this card appoints Hans E. Vestberg and William L. Horton, Jr. as proxies, each with the powers you would have if you were personally present at the Annual Meeting of Shareholders of Verizon Communications Inc. to be held at 10:00 a.m. Eastern Daylight Time on May 22, 2025 at meetnow.global/VZ2025. This includes full power of substitution to vote all the shares of Verizon common stock that you hold of record and are entitled to vote upon all subjects that may properly come before the meeting, including the matters described in the Proxy Statement, subject to any directions indicated on the reverse side of this card (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve).If you do not indicate how your shares are to be voted, at the meeting or any adjournment or postponement of the meeting, the proxy will vote for the election of the nominees for Director listed on the reverse side of this card; and in accordance with the Directors’ recommendations on the other matters listed on the reverse side of this card; and at the proxy’s discretion on any other matter that may properly come before the meeting or any adjournment or postponement of the meeting.
This card also provides your instructions for voting any shares that you may hold in the Direct Stock Purchase and Dividend Reinvestment Plan. Also, if you own shares in any current or former Verizon savings plan in the same name as shown on this card, this card provides instructions to the savings plan trustee for voting those shares. To allow sufficient time for the savings plan trustee to tabulate the vote of the savings plan shares, you must vote by telephone or online or return this card in the enclosed envelope so that your vote is received by May 19, 2025.
If you do not properly sign and return this card, vote by telephone or online or while attending the virtual meeting, your shares cannot be voted. Unless the savings plan trustee receives your voting instructions by May 19, 2025 your shares in any of the current or former Verizon savings plans will be voted as described in the Proxy Statement.
If you are voting by mail, please sign and return this card in the enclosed envelope. Please sign exactly as the name(s) appears on this card. If stock is held jointly, each holder should sign. If you are signing as an attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give your full title. If you vote by telephone or online, please do not mail your card.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.