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2017 Proxy Statement and 2016 Annual Report Are Meeting Available At Building a connected world 2017 Notice of Annual Meeting of Shareholders and Proxy Statement Our innovations are building a connected world – a better future for everyone. Notice of Time and date Thursday, May 4, 2017 Annual Meeting 8:30 a.m., local time of Shareholders Place Dallas Marriott Las Colinas 223 West Las Colinas Boulevard Irving, Texas 75039 How to vote Items of business • Elect the 12 Directors identified in the accompanying proxy statement Online Phone Mail In person • Ratify the appointment of the independent registered public If you are a registered shareholder, you may vote online at accounting firm www.envisionreports.com/vz, by telephone or by mailing a • Approve, on an advisory basis, proxy card. Verizon’s executive compensation You may also vote in person at the annual meeting. If you hold • Vote, on an advisory basis, on the your shares through a bank, broker or other institution, you will frequency of future advisory votes receive a voting instruction form that explains the various related to Verizon’s executive ways you can vote. We encourage you to vote your shares as compensation soon as possible. • Approve Verizon’s 2017 Long-Term Important Notice Regarding Availability of Proxy Incentive Plan Materials for Verizon’s Shareholder Meeting to be • Act on the shareholder proposals Held on May 4, 2017 described in the proxy statement that are properly presented at the The 2017 Proxy Statement and 2016 Annual Report are meeting available at www.edocumentview.com/vz. • Consider any other business that is Verizon Communications Inc. properly brought before the meeting 1095 Avenue of the Americas New York, New York 10036 March 20, 2017 By Order of the Board of Directors, William L. Horton, Jr. Senior Vice President, Deputy General Counsel and Corporate Secretary Table of Contents i Proxy Summary 48 Compensation Committee Report 1 Governance 49 Compensation Tables 1 Commitment to good governance 64 Item 3: Advisory Vote to Approve Executive Compensation 1 Where to find more information on governance at Verizon 65 Item 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve 2 Business conduct and ethics Executive Compensation 2 Related person transactions 66 Item 5: Approval of Verizon’s 2017 3 Key corporate governance features Long-Term Incentive Plan 4 Item 1: Election of Directors 75 Stock Ownership 4 Election process 75 Section 16(a) Beneficial Ownership Reporting Compliance 4 Director nominations 75 Security Ownership of Certain Beneficial 4 Director criteria, qualifications Owners and Management and experience 78 Shareholder Proposals 6 Independence 78 Item 6: Human Rights Committee 7 Nominees for election 79 Item 7: Report on Greenhouse Gas 14 Board and Committees Reduction Targets 14 Board leadership 81 Item 8: Special Shareowner Meetings 14 Board meetings and executive sessions 83 Item 9: Executive Compensation Clawback 15 Annual Board and committee Policy evaluations 84 Item 10: Stock Retention Policy 16 Board committees 87 Item 11: Limit Matching Contributions for 20 Risk oversight Executives 21 Management succession planning 89 Additional Information and development 89 Additional Information about the 21 Shareholder engagement Annual Meeting 22 Communicating with Directors 95 Contacting Verizon 23 Director Compensation 96 Other Business 25 Audit Matters A-1 Appendices 25 Item 2: Ratification of Appointment A-1 Appendix A: Reconciliation of of Independent Registered Public non-GAAP measures Accounting Firm B-1 Appendix B: 2017 Verizon Communications 27 Audit Committee Report Inc. Long-Term Incentive Plan 28 Executive Compensation 28 Compensation Discussion and Analysis Proxy Summary This is our way forward 2016 hum evolution XO agreement announced 5G trials Hearst joint venture Boston build announcement Awesomeness TV Frontier sale Wired Differently campaign New prepaid plans VZ Messages upgrade Telogis New labor agreements New Verizon Plan and My Verizon app One Fiber build RootMetrics® clean sweep LTE Advanced Fleetmatics Sensity Qualcomm and ThingSpace initiative Google Pixel 4G LTE Drone test Meeting information Date and time May 4, 2017, 8:30 a.m., local time This summary highlights information contained elsewhere in this proxy statement. Place This summary does not contain all of the Dallas Marriott Las Colinas information you should consider, so you 223 West Las Colinas Boulevard, Irving, Texas 75039 should read the entire proxy statement before Record Date voting. For more complete information Shareholders as of March 6, 2017 may vote regarding Verizon’s 2016 performance, please review Verizon’s 2016 Annual Report. Admission and voting Please see “Additional Information about the Annual Meeting” beginning on page 89 Verizon 2017 Proxy Statement Ȋ i Proxy Summary Ȋ Executive compensation program highlights Executive compensation program highlights Verizon’s executive compensation program reflects our commitment to industry-leading compensation and governance practices. The program is discussed in detail in the Compensation Discussion and Analysis beginning on page 28. Objectives Pay for performance Align executives’ and shareholders’ interests Extensive focus on variable, incentive-based pay Attract, retain and motivate high-performing 10% Fixed pay executives 90% Incentive-based pay Governance 70% long-term incentives 20% short-term incentives Semi-annual shareholder outreach No defined benefit pension or supplemental Shareholder approval policy for severance benefits retirement benefits Significant executive share ownership requirements No executive employment agreements Clawback policy No cash severance benefits for the CEO Anti-hedging policy No tax gross-ups Say-on-pay advisory vote every year Independent compensation consultant 2016 Compensation The summary below shows the 2016 compensation for each of our named executive officers, as required to be reported in the “Summary compensation table” pursuant to U.S. Securities and Exchange Commission (SEC) rules. Please see the notes accompanying the “Summary compensation table” on page 49 for more information. Non-Equity Change in Pension Value Stock Option Incentive Plan and Nonqualified Deferred All Other Salary Bonus Awards Awards Compensation Compensation Earnings Compensation Total Name and Principal Position ($) ($) ($) ($) ($) ($) ($) ($) Lowell C. McAdam 1,600,000 0 12,000,077 0 3,200,000 233,155 641,347 17,674,579 Chairman and Chief Executive Officer Matthew D. Ellis* 488,462 0 1,708,468 0 410,000 1,291 89,138 2,697,359 Executive Vice President and Chief Financial Officer John G. Stratton 896,154 0 4,725,072 0 1,080,000 101,959 237,424 7,040,609 Executive Vice President and President of Operations Marni M. Walden 896,154 0 4,500,061 0 1,080,000 55,034 216,340 6,747,589 Executive Vice President and President of Product Innovation and New Businesses Marc C. Reed 792,307 0 4,000,094 0 960,000 196,023 224,745 6,173,169 Executive Vice President and Chief Administrative Officer Francis J. Shammo* 921,154 0 4,856,306 0 1,110,000 82,482 235,653 7,205,595 Former Executive Vice President and Chief Financial Officer * Mr. Ellis became Executive Vice President and Chief Financial Officer on November 1, 2016, when Mr. Shammo stepped down from that position. Mr. Shammo retired on December 31, 2016 after a long and distinguished career with Verizon. ii Ȋ Verizon 2017 Proxy Statement Proxy Summary Ȋ Agenda and voting recommendations Agenda and voting recommendations Item 1 Election of Directors The Board of Directors recommends that you vote for the election of these Director candidates. Shareholders are being asked to elect 12 Directors. Verizon’s Directors are elected for a term of one year by a majority of the votes cast in an uncontested election. Additional information about the Director candidates and their respective qualifications begins on page 7. Director Committee Memberships* Name Age*Since Primary Occupation Independent Audit CGPC Finance HRC Shellye L. Archambeau 54 2013 Chief Executive Officer, •FE• MetricStream, Inc. Mark T. Bertolini 60 2015 Chairman and Chief Executive Officer, •• Aetna Inc. Richard L. Carrio´n 64 1997 Chairman and Chief Executive Officer, ••CHAIR• Popular, Inc. Melanie L. Healey 55 2011 Former Group President of ••• TheProcter&GambleCompany M. Frances Keeth 70 2006 Retired Executive Vice President, •FECHAIR• (Lead Director) Royal Dutch Shell plc Karl-Ludwig Kley 65 2015 Former Chairman of the Executive Board • and Chief Executive Officer, Merck KGaA Lowell C. McAdam 62 2011 Chairman and Chief Executive Officer, Verizon Communications Inc. Clarence Otis, Jr. 60 2006 Former Chairman and Chief Executive •FE•CHAIR Officer, Darden Restaurants, Inc. Rodney E. Slater 62 2010 Partner, Squire Patton Boggs LLP ••• Kathryn A. Tesija 54 2012 Former Executive Vice President and Chief Merchandising and Supply Chain Officer, ••• Target Corporation Gregory D. Wasson 58 2013 Former President and Chief Executive •FE • Officer, Walgreens Boots Alliance, Inc. 65 2015 Former Chairman and Chief Executive CHAIR Gregory G. Weaver • Officer, Deloitte & Touche LLP FE * Ages and committee memberships are as of March 3, 2017 CGPC: Corporate Governance and Policy Committee HRC: Human Resources Committee FE: Audit Committee Financial Expert Verizon 2017 Proxy Statement Ȋ iii Proxy Summary Ȋ Agenda and voting recommendations Item 2 Ratification of auditors The Board of Directors recommends that you vote for ratification. We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s
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