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Actionable news in VZ: VERIZON COMMUNICATIONS,

Verizon Communications: (1) Amount Previously Paid

The following excerpt is from the company's SEC filing.

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Dear Investor,

I am writing to ask you to consider and support our Boards positions on the proposals contained in Verizons 2016 proxy statement. Through our long-standing investor outreach program, we have had a great exchange of ideas with you and other institutional investors that have helped us be leaders in shaping and maintaining executive compensation and corporate governance practices that are responsive to the interests of our shareholders.

I want t o call your attention to one shareholder proposal in this years proxy statement regarding our executive compensation program. Item 8 on this years proxy card is a shareholder proposal requesting a change to Verizons long-standing policy to obtain shareholder ratification of any new executive employment agreement or severance agreement that provides for severance benefits with a total cash value exceeding 2.99 times the sum of the executives base salary plus target short-term incentive opportunity. The proposal, which is included on pages 73-75 of the proxy statement, would significantly expand our current policy by including the total value of an executives outstanding equity awards in the calculation of severance benefits. This is the fourth consecutive year that Verizon has received this same proposal, which was rejected by our shareholders by almost a 2 to 1 margin last year. The facts have not changed.

Our Board strongly believes that the proposal is inconsistent with the overall design of Verizons executive compensation program and does not merit your support for the following reasons:

Outstanding equity under Verizons program is not a separation benefit.

All members of Verizons leadership team receive equity awards as part of their annual compensation package. For the named executive officers, the grant date value of their awards represents more than half of their total compensation opportunity each year. We view these awards as earned by the executives during the year they are granted even though the

amount realized

(i.e., the amount that vests and becomes payable) cannot be determined until the end of the applicable three year performance period. If an executive is terminated without cause, or as a result of death, retirement or disability, his or her outstanding equity awards are payable at the end of the applicable performance period pursuant to the terms and conditions of the award agreements and the shareholder approved Long-Term Incentive Plan, including the achievement of applicable performance criteria. The awards do not become immediately payable as a result of the separation they remain outstanding subject to applicable performance and other requirements.

Proposal conflicts with the terms of our shareholder approved Long-Term Incentive Plan.

Under the terms of our shareholder-approved Long-Term Incentive Plan, all outstanding equity awards are subject to double-trigger change in control provisions (i.e., the awards will only vest...


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