Frontier Communications Parent (FYBR) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Verizon, where each share will be converted into $38.50 in cash, representing a significant premium over recent trading prices.

• The board and a Strategic Review Committee unanimously recommend approval of the merger, citing a comprehensive review of alternatives and negotiations that increased the offer price.

• If approved, the company will become a wholly owned subsidiary of Verizon, and its shares will be delisted from NASDAQ.

• The merger is expected to close by the first quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the other proposals require a majority of votes cast.

• Abstentions and broker non-votes count as votes against the merger but not against the other proposals.

• Appraisal rights are available for shareholders who do not wish to accept the merger consideration.

Board of directors and corporate governance

• The board formed a Strategic Review Committee to evaluate strategic alternatives, including the merger.

• The board and committee held extensive meetings, engaged financial and legal advisors, and negotiated with multiple parties before recommending the Verizon transaction.

• The board and committee unanimously determined the merger is in the best interests of shareholders.