NYSE: VZ VERIZON COMMUNICATIONS INC 8-K

Verizon shareholders approve 2026 equity compensation plan at annual meeting

Filed May 28, 2026 · Period ending May 21, 2026 · ~1 min read

Key Changes

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Shareholders approved new 2026 Long-Term Incentive Plan with 95% support, governing future equity awards to executives and employees. Plan took effect immediately.

Item 5.07 verify on EDGAR →
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All nine director nominees elected to Board with majority support. Shareholder participation reached 82.67% of outstanding shares.

Item 5.07 verify on EDGAR →
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Executive compensation approved in advisory say-on-pay vote with 87% support, indicating shareholder satisfaction with management pay practices.

Item 5.07 verify on EDGAR →
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Ernst & Young LLP ratified as independent auditor for 2026 with 93% support, maintaining continuity in external audit relationship.

Item 5.07 verify on EDGAR →
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Shareholders rejected proposals for enhanced climate oversight and independent Board chair, each receiving only 16% support.

Item 5.07 verify on EDGAR →

Summary

Verizon held its annual shareholder meeting on May 21, 2026, with strong turnout representing 82.67% of outstanding shares. The headline outcome was shareholder approval of the company's 2026 Long-Term Incentive Plan, which passed with 95% support and took effect immediately.

This plan will govern how Verizon compensates executives and employees with equity awards going forward, potentially affecting future dilution for existing shareholders. All other management proposals passed comfortably. The Board slate was re-elected, executive compensation received 87% approval in the advisory vote, and Ernst & Young was ratified as auditor.

Two shareholder proposals seeking enhanced climate oversight and an independent Board chair were soundly defeated with only 16% support each, suggesting shareholders are satisfied with current governance structures. For retail investors, this was a routine annual meeting with no surprises. The key item to monitor is how the new incentive plan affects share dilution over the coming quarters. Watch for details on equity grants in future proxy statements and 10-Q filings to understand the plan's impact on your ownership stake.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added 2026 Long-Term Incentive Plan approval low

Added in current filing · verify on EDGAR →

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Verizon Communications Inc. (“Verizon”) held on May 21, 2026, the shareholders approved the 2026 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”). The Plan became effective immediately upon shareholder approval.

Verizon's shareholders voted to approve a new long-term incentive plan at the May 21, 2026 annual meeting. The plan took effect immediately after approval and will govern future equity compensation awards to executives and employees. Details of the plan were previously disclosed in the April 6, 2026 proxy statement.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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Verizon disclosed shareholder voting results from its May 21, 2026 Annual Meeting, including director elections and executive compensation approval.

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Added 2026 Long-Term Incentive Plan approval medium

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The proposal regarding the approval of Verizon’s 2026 Long-Term Incentive Plan was approved with 2,634,341,705 votes for, 128,233,762 votes against, 16,005,630 abstentions and 677,949,077 broker non-votes.

Shareholders approved Verizon's 2026 Long-Term Incentive Plan with approximately 95% support (2.6 billion votes for vs. 128 million against). This plan governs equity-based compensation for executives and employees going forward.

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Added Director elections low

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The following nominees were elected to serve on the Board of Directors: Name of Nominee | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | Shellye Archambeau | 2,524,606,864 | 241,503,441 | 12,468,983 | 677,949,077 | Roxanne Austin | 2,645,915,892 | 119,051,679 | 13,612,149 | 677,949,077 | Mark Bertolini | 2,580,152,353 | 185,875,873 | 12,551,852 | 677,949,077 | Vittorio Colao | 2,682,372,569 | 83,383,443 | 12,823,276 | 677,949,077 | Caroline Litchfield | 2,682,136,021 | 81,478,887 | 14,964,653 | 677,949,077 | Jennifer Mann | 2,722,259,162 | 43,080,439 | 13,231,463 | 677,949,077 | Laxman Narasimhan | 2,641,973,582 | 121,250,811 | 15,354,616 | 677,949,077 | Daniel Schulman | 2,721,146,971 | 44,610,053 | 12,821,413 | 677,949,077 | Carol Tomé | 2,729,984,225 | 36,124,065 | 12,471,820 | 677,949,077

All nine director nominees were elected to Verizon's Board at the Annual Meeting held May 21, 2026. Each nominee received majority support from shareholders, with votes cast for ranging from approximately 2.5 billion to 2.7 billion shares. The meeting had 82.67% shareholder participation based on shares outstanding.

Added Executive compensation approval low

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The proposal regarding the advisory vote to approve executive compensation was approved with 2,403,857,612 votes for, 355,704,067 votes against, 19,003,263 abstentions and 677,949,077 broker non-votes.

Shareholders approved Verizon's executive compensation in an advisory say-on-pay vote with approximately 87% support (2.4 billion votes for vs. 356 million against). This non-binding vote indicates shareholder satisfaction with management compensation practices.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

The appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 was ratified with 3,159,422,372 votes for, 248,036,260 votes against and 49,072,132 abstentions.

Shareholders ratified Ernst & Young LLP as Verizon's independent auditor for 2026 with approximately 93% support (3.2 billion votes for vs. 248 million against). This represents continuity in the company's external audit relationship.

Added Shareholder proposals defeated low

Added in current filing · verify on EDGAR →

The shareholder proposal regarding Board oversight of material issues related to climate change was defeated with 440,826,322 votes for, 2,256,325,141 votes against, 81,430,126 abstentions and 677,949,077 broker non-votes. (f) The shareholder proposal regarding independent Board chair was defeated with 434,944,688 votes for, 2,305,378,572 votes against, 38,255,963 abstentions and 677,949,077 broker non-votes.

Two shareholder proposals were defeated: one requesting enhanced Board oversight of climate change issues (16% support) and another requesting an independent Board chair (16% support). A third proposal regarding executive compensation metrics was withdrawn before the meeting. These results indicate shareholder support for current governance structures.