Frontier Communications Parent (FYBR) Proxy Filing summary

Executive summary

• Special meeting of stockholders scheduled for November 13, 2024, to vote on an all-cash acquisition by Verizon at $38.50 per share, representing a 37% premium to pre-announcement price and a 60% premium to the February 2, 2024, share price.

• Board and Strategic Review Committee unanimously recommend voting in favor, citing a competitive process and superior value compared to other alternatives.

• If the transaction is not approved, the merger agreement may be terminated immediately without penalty, and the company will revert to its standalone plan.

• Forward-looking statements highlight potential risks, including failure to obtain shareholder or regulatory approval, competing offers, and possible negative impacts if the merger is not consummated.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the proposed acquisition by Verizon; abstentions are considered votes against the deal.

• ISS and Glass Lewis recommended abstaining, but the Board disagrees and urges a "FOR" vote.

Board of directors and corporate governance

• The Board and Strategic Review Committee conducted an exhaustive review process, resulting in a significant improvement in the offer value.

• Directors and executive officers are participants in the proxy solicitation, with updated beneficial ownership disclosed in recent SEC filings.