VERIZON COMMUNICATIONS INC
For the period ended May 21, 2026. Filed Apr 6, 2026.
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 21, 2026 · Filed Apr 6, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Verizon Communications Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
**Notice of Annual Meeting
of Shareholders
How to vote
| Online | Phone | At the virtual meeting |
|---|
Shareholders as of the close of business on March 23, 2026, the record date, may vote at the meeting.
If you are a registered shareholder or Verizon savings plan participant, you may vote online atwww.envisionreports.com/vz, by telephone or by mailing a proxy card. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible.
April 6, 2026
By Order of the Board of Directors,
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Important Notice Regarding Availability of Proxy Materials for Verizon’s Shareholder Meeting to be Held on May 21, 2026
The 2026 Proxy Statement and 2025 Annual Report on Form 10-K are available atwww.edocumentview.com/vz.
We are making the proxy materials first available on or about April 6, 2026.
Date and time
Thursday, May 21, 2026
10:00 AM, Eastern Daylight Time
Online virtual meeting site
meetnow.global/VZ2026
Information on how to access the meeting, vote and ask questions at the meeting can be found beginning on page 87 of the proxy statement. You will not be able to attend the meeting at a physical location.
Items of business
| • | Elect the 9 Directors identified in the accompanying proxy statement |
|---|---|
| • | Approve, on an advisory basis, Verizon’s executive compensation |
| • | Approve Verizon’s 2026 Long-Term Incentive Plan |
| • | Ratify the appointment of the independent registered public accounting firm |
| • | Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting |
| • | Consider any other business that is properly brought before the meeting |
To our shareholders:
A message from Daniel Schulman, Chief Executive Officer, and Mark Bertolini, Chair of the Board of Directors
To Our Fellow Shareholders:
Thank you for taking the time to review our proxy and vote on the various agenda items ahead of our 2026 Annual Meeting of Shareholders.
Over the last several months, we have become a leaner, more efficient and customer-centric organization. We are intensely focused on delighting our customers, gaining market leadership and delivering for our shareholders.
As we drive a customer-obsessed culture deep into the organization, we are reducing complexity, eliminating the things that frustrate customers and removing friction and pain points to make it easier to do business with us. To do this successfully and efficiently, we are determined to be an AI-first company, deploying AI at scale. We will use AI to optimize our operations and fundamentally reshape the customer experience.
Our recent results prove this strategy is working. The fourth quarter of 2025 marked our highest reported quarterly volume in six years, with over one million net additions across mobility and broadband. We can compete and win when we move with speed, determination and consistency. We will build on this intensity and customer-focused culture to drive our success and market leadership.
The closing of our acquisition of Frontier in January 2026 is a pivotal milestone in our transformation. It accelerates our national convergence strategy, creating a fiber footprint with over 30 million homes and businesses. With the goal of reaching 40–50 million fiber passings over time, we are uniquely positioned to deliver a premium, converged experience that combines our award-winning mobility offering with the nation’s best fiber. These integrated offerings are in the market today and they are resonating with our customers, driving the increased loyalty and market leadership that are the foundation of our future growth.
As we pursue this growth, we have set ambitious targets and aim to become the most efficient and trusted company in our industry. We are also becoming more strategic in how we allocate our capital spend, focusing on four key priorities:
| • | Invest in the Business: Invest in our business to maintain the network excellence our customers expect from us. |
|---|---|
| • | Dividend Growth: We are committed to our dividend, as shown by our 20 consecutive years of increases, and we are aiming to position the Board to continue increasing our dividend per our track record. |
| • | Balance Sheet Strength: Maintain a strong balance sheet with significant financial capacity and flexibility for strategic investment, as well as a commitment to paying down debt. |
| • | Cash Return: Focus on returning cash to shareholders. Our Board recently authorized up to $25 billion of share repurchases, which we expect to complete over the next three years, with at least $3 billion expected to be repurchased in 2026. Together with the dividend, we expect to return approximately $55 billion to shareholders through the end of 2028. |
While we’re pleased with what we have accomplished thus far, this is just the beginning of our transformation into a new Verizon that will not settle for anything less than being the best.
As a part of our recent CEO transition and the Board’s commitment to best in class governance, we elected Mark Bertolini as Independent Chair. Furthering our commitment to active and robust director refreshment, we were pleased to welcome Jennifer Mann to the Board in August 2025, strengthening the Board’s expertise in strategic planning, brand management and large-scale investments.
We would also like to take this opportunity to express our deep gratitude to Clarence Otis, Jr. for his two decades of invaluable service and dedicated leadership on the Verizon Board. As previously announced, Clarence decided not to stand for re-election when his term expires at the 2026 Annual Meeting of Shareholders. We have benefited from his wisdom and wish him the very best.
We value your continued investment in Verizon and your engagement with us, and we look forward to capitalizing on our momentum to build long-term success, together.
Sincerely,
| Daniel Schulman | Mark Bertolini |
|---|---|
| Chief Executive Officer | Chair of the Board of Directors |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.