Frontier Communications Parent (FYBR) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 13, 2024, to vote on a proposed merger with Verizon at $38.50 per share in cash, making the company a wholly owned subsidiary of Verizon if approved.

• The board unanimously recommends approval of the merger, citing a 37% premium over the unaffected share price and a comprehensive strategic review process.

• Both PJT Partners and Barclays provided fairness opinions, concluding the merger consideration is fair from a financial perspective.

• If the merger is not consummated, the company remains independent, and termination fees may apply: $320 million payable to Verizon or $590 million to the company under certain conditions.

Voting matters and shareholder proposals

• Stockholders 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; abstentions and non-votes count as votes against.

• The board and executive officers, holding 1.4% of shares, intend to vote in favor of all proposals.

Board of directors and corporate governance

• The board formed a Strategic Review Committee to evaluate strategic alternatives, including the merger, and engaged independent legal and financial advisors.

• The board and committee held extensive meetings, reviewed multiple offers, and negotiated improved terms with Verizon.

• Post-merger, the company’s directors will be those of the merger subsidiary, and officers will remain until successors are appointed.