Your Association of BellTel Retirees kicked off 2022 with three different proxy proposals for the Verizon Annual Shareholder Meeting.
Within days, we achieved a victory by successfully negotiating our first measure to become a new Verizon policy, expanding the role of the Human Resources Committee beyond executive pay.
With the first post-pandemic Verizon Annual Meeting on May 12th, in Irving, Texas, we were off to the races to bring back even more results at the first in-person annual meeting in three years.
Remaining on the ballot was our proxy for Shareholder Ratification of Executive Severance Packages. A nearly identical retiree-led proposal earned 38.1% in 2021. This year we received an astounding 43.5% of the vote, a significant increase from last year.
Why? Your Association believes more scrutiny is needed over senior executive exit packages, reflective of the one available to CEO Hans Vestberg.
As disclosed in the 2022 Proxy, Mr. Vestberg would receive $38.6 million, or more than SEVEN times his 2021 base salary plus a short-term bonus upon termination following any change in control.
Our second proposal, which achieved 36.8% in 2021, is for an amendment to the Verizon’s Senior Executive Compensation Clawback Policy. The current policy permits cancellation or recoupment of cash and equity compensation when executives engage in “willful misconduct” that results in a material restatement of the corporation’s financial results.
Our proposal would simply change the minimum definition from “willful misconduct” to “any misconduct” that all employees are held accountable for. It would NOT restrict the definition of harm to specifically require a “material restatement” of the corporation’s financial results.
This year the proposal achieved 36.4% of the vote.
It is also critical to spotlight that both measures won the support of Institutional Shareholder Services (ISS) in 2022. ISS is a very prestigious and respected proxy advisory service guiding the investor community.
Our Chairman, Thomas Steed, traveled to present these two proxy proposals in person to the Verizon Board, as well as see company executives.
“You simply cannot discount the value of presenting these proposals live and in person with the CEO of Verizon and his entire leadership team and board present,” says Mr. Steed. “This opens the door to a greater dialogue because sometimes the board members and executives at the top, do not know when something is wrong at the bottom. Our Association can become a means to expedite and sort issues out.”
No other nonprofit or shareholder activist organization has come close to the great success that your Association has enjoyed over the years.
Please know that the Association will never stop pushing for policy that is important to our members and enhances corporate governance of our company.
This article was first published in the Summer 2022 BellTel Newsletter.
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