Verizon (VZ) Proxy filing summary

Executive summary

• Achieved highest quarterly mobility and broadband volumes since 2019, with over one million net additions in Q4 2025.

• Completed acquisition of Frontier Communications, expanding fiber access to over 30 million locations and accelerating convergence strategy.

• Transitioned to new CEO, Daniel Schulman, and appointed Mark Bertolini as independent Board Chair.

• Announced $25 billion share repurchase authorization through 2028, with $3 billion targeted for 2026.

• Raised dividend for the 20th consecutive year, with a 2.5% increase in Q1 2026.

Voting matters and shareholder proposals

• Shareholders to vote on election of 9 directors, advisory approval of executive compensation, approval of 2026 Long-Term Incentive Plan, and ratification of Ernst & Young as auditor.

• Three shareholder proposals: board oversight of climate change, independent board chair, and risks of non-fiduciary executive compensation metrics; Board recommends voting against all three.

Board of directors and corporate governance

• Board comprises 9 nominees with diverse expertise in finance, technology, risk management, and strategic planning.

• 9 of 11 current directors are independent; robust refreshment with six new directors since 2020.

• Annual board and committee assessments, orientation, and continuing education for directors.

• Shareholder rights include annual director elections by majority vote, right to call special meetings, and proxy access.