The Association’s Proxy Wins

The Association of BellTel Retirees has a long and successful history of promoting changes to the corporate bylaws at Verizon. The Association’s record of Proxy Wins is unmatched in shareholder activism with an astounding 12 victories dating back to 2003. The impact we’ve had in corporate governance requires the company to focus more on our issues.

Even in years when our proxy measures don’t result in a win, the national stage provides us with the opportunity to reach larger audiences in the investor community and news media. Publications like The New York Times, Wall Street Journal, Bloomberg, Associated Press, Barron’s, Business Week, Time Magazine, Fortune, AARP, Kiplinger’s, and more, keep our retiree issues front and center.

Here is a list of the Association’s proxy successes:

• 2022 – Human Resources Committee – The change expands the role of the Board’s Human Resources Committee from its narrow focus on executive compensation to include the responsibility to oversee broader workforce equity issues.
• 2013 – Shareholder Proxy Access proposal – Won by a majority vote to allow shareholders to nominate a candidate for Verizon’s board, as long as the shareholders have owned 3% of Verizon common stock for 3 years or more.
• 2013 – Performance Stock Unit Payout (PSU) proposal – Was partially adopted, tightening standards for awarding PSUs to senior executives when Verizon’s performance is below the median compared to its Dow Jones peer index.
• 2009 – Association proposal separating the roles of Chairman and CEO led to Verizon changing its governance guidelines, adopting an empowered independent Presiding Director, elected annually to provide independent leadership and oversight ensuring an employee-Chairman is fully accountable to the independent directors.
• 2007 – “Say on Pay” Advisory Vote on Executive Compensation – Before the issue of executive pay received attention from Congress, the Association introduced a proxy proposal to allow shareholders to have a say in executive pay. Retirees won with 50.18% of the vote. Verizon implemented the proposal in 2009.
• 2007 – Corporate Governance Guidelines – Verizon agreed to partially adopt a retiree proxy limiting the number of boards on which a Verizon director can serve. A director who is an executive officer of a public company is limited to three public company boards; other directors are limited to six company boards.
• 2006 – Performance Based Equity Compensation – Retiree proxy asked that at least 75% of future senior executive equity compensation be performance based. Verizon agreed to change its compensation policy.
• 2005 – Supplemental Executive Retirement Plan (SERP) – The Verizon board agreed to rein in senior executive SERP. Previous SERP contributions were 32% of combined salary plus bonus for every dollar above $210,000 of salary. The old SERP was frozen and the new contribution level reduced from 32% down to the rank-and-file level of 4% to 7%.
• 2005 – Board Composition – Revised guidelines to reduce the Verizon board head count from 21 to 12 or fewer members. Over time Verizon agreed to align the board to meet the Association’s proxy definition of an “independent” board. The Verizon board originally consisted of six executive officers, two CEOs with company officers sitting on their board, and most had business relationships with the company.
• 2004 – Binding Executive Severance – Following the board’s failure to implement the 2003 proxy mandated by share owners, the Association proposed a new binding proxy causing the Verizon board to agree to adopt the requirement of a shareholder vote to approve large new severance packages.
• 2003 – Exclude Pension Credits (Phantom Earnings) from Calculation of Executive Compensation – Verizon’s board agreed to stop using shadow profits to enhance senior executive bonuses after retirees receive over 40% of the vote in previous year balloting.
• 2003 – Executive Severance – Retirees receive 59% yes vote. The change limits overly generous golden parachutes and requires shareholder approval for packages over the limit. It is the first time an outsider proxy opposed by the company board wins at a Bell System/former Bell company.

 

The Association continues its proxy proposal advocacy. Please remember to vote this proxy season.