UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: February 6, 2019

(Date of earliest event reported)

 

 

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-8606   23-2259884

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1095 Avenue of the Americas

New York, New York

  10036
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2019, Richard L. Carrión, a member of the Board of Directors of Verizon Communications Inc. (Verizon or the Company), informed the Board that he will not stand for re-election when his term expires at the Company’s 2019 annual meeting of shareholders on May 2, 2019.

On February 7, 2019, Lowell C. McAdam, Chairman of the Verizon Board of Directors, informed the Board that he will not stand for re-election when his terms expires at the Company’s 2019 annual meeting of shareholders on May 2, 2019, and he tendered his resignation as Chairman. The Board accepted Mr. McAdam’s resignation as Chairman, effective as of March 8, 2019, and elected Hans E. Vestberg, Chief Executive Officer of Verizon, as Chairman of the Board, effective as of March 8, 2019.

On February 7, 2019, the Verizon Board elected Clarence Otis, Jr. to serve as Lead Director of the Board, effective March 8, 2019. Mr. Otis is assuming the role from M. Frances Keeth, who is retiring from the Board in accordance with the Board’s mandatory retirement policy when her terms expires at the Company’s annual meeting of shareholders on May 2, 2019.

A press release announcing the Board elections described above is filed as Exhibit 99 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.    

 

Exhibit

Number

  

Description

   99    Press Release, dated February 8, 2019, issued by Verizon Communications Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     

Verizon Communications Inc.

      (Registrant)
Date: February 8, 2019      

/s/ William L. Horton, Jr.

      William L. Horton, Jr.
      Senior Vice President, Deputy General Counsel & Corporate Secretary

Exhibit 99

 

LOGO

News Release

 

FOR IMMEDIATE RELEASE   Media contact:

February 8, 2019

  Bob Varettoni
  917.734.4156
  robert.a.varettoni@verizon.com

Hans Vestberg elected Verizon chairman;

Clarence Otis to succeed M. Frances Keeth as lead director

NEW YORK – The Board of Directors of Verizon Communications Inc. (NYSE, Nasdaq: VZ) has elected CEO Hans E. Vestberg as chairman, effective March 8, 2019. Lowell C. McAdam is retiring as Verizon’s chairman on that date and will remain on the Board until the company’s annual meeting of shareholders on May 2, 2019.

In addition, the Board elected Clarence Otis, Jr., as lead director, effective March 8, 2019. Otis will succeed M. Frances Keeth, who is retiring from the Board in May in accordance with the Board’s mandatory retirement policy.

Keeth said, “I’m honored to have been lead director of Verizon’s Board. With the approach of my planned retirement from these duties, this is the culmination of a succession planning process that – with Hans as chairman and Clarence as lead director – best positions Verizon for continued leadership in the 5G era.”

Otis has served on Verizon’s Board since 2006. He is the former chairman and chief executive officer of Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world.

Vestberg has been CEO since Aug. 1, 2018, with responsibility for all business operations at Verizon, including the strategic direction of the company. He has served on Verizon’s Board since June 2018. Vestberg joined Verizon in April 2017 as executive vice president of Network and Technology and chief technology officer, after having served as president and CEO of Ericsson from 2010 to 2016.

Another Verizon Board member – Richard L. Carrion – has informed the company that he will not stand for re-election when his term expires at the company’s annual meeting. He has served on the Board since Verizon’s founding in 2000 and before that was on the board of predecessor companies.

Keeth said, “Our Board thanks Richard for his many years of service.” She added, “We also owe a great debt of gratitude to Lowell for the legacy he is leaving to Verizon customers, employees and shareholders.”

McAdam had been Verizon’s CEO since August 2011 and chairman since January 2012. He retired as CEO effective Aug. 1, 2018, and at year-end became non-executive chairman.

McAdam is one of the architects of today’s global wireless industry, having built wireless businesses on three continents since the technology’s development in the 1980s. Under his leadership as CEO, Verizon took over complete ownership of Verizon Wireless by purchasing Vodafone’s 45 percent stake, positioning Verizon for a new phase of wireless growth. He also led the company’s push into growth markets in the Internet of Things and digital media.

Verizon currently has 12 Board members.

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York City, generated revenues of $130.9 billion in 2018. The company operates America’s most reliable wireless network and the nation’s premier all-fiber network, and delivers integrated solutions to businesses worldwide. With brands like Yahoo, TechCrunch and HuffPost, the company’s media group helps consumers stay informed and entertained, communicate and transact, while creating new ways for advertisers and partners to connect. Verizon’s corporate responsibility prioritizes the environmental, social and governance issues most relevant to its business and impact to society.

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