UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 for 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 December 5, 2019, the Board of Directors of Verizon Communications Inc. (Verizon) elected Carol B. Tomé, former Chief Financial Officer and Executive Vice President - Corporate Services of The Home Depot, Inc., as a director, effective January 1, 2020. As a director, Ms. Tomé will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2019. Ms. Tomé has not yet been named to a Board committee.
On May 2, 2019, Vittorio Colao was elected to the Board of Directors of Verizon at the company’s Annual Meeting of Shareholders. On December 5, 2019, the Board of Directors of Verizon appointed Mr. Colao to the Corporate Governance and Policy and Finance Committees of the Board, effective on that date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2019, the Board of Directors of Verizon amended and restated the company’s Bylaws, effective on that date. The amendments change the window within which an annual meeting may be advanced or delayed from the anniversary of the previous year’s annual meeting from twenty-five (25) days before or after the anniversary of the previous year’s annual meeting to thirty (30) days before, or sixty (60) days after, the anniversary of the previous year’s annual meeting without changing the general notice period for a stockholder to provide timely notice of nominations or other business proposed to be brought before the annual meeting. The amendments also include certain other clarifying and conforming changes.
This description is qualified in its entirety by reference to the text of the company’s amended and restated Bylaws, which are attached as Exhibit 3b to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
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| Number |
Description | |
| 3b |
Bylaws of Verizon Communications Inc., as amended and restated, effective as of December 5, 2019. | |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
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: |
December 5, 2019 |
/s/ William L. Horton, Jr. | ||||
| William L. Horton, Jr. | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary |