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The following is an excerpt from a DEF 14A SEC Filing, filed by VERIZON COMMUNICATIONS INC on 3/17/2008.
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VERIZON COMMUNICATIONS INC - DEF 14A - 20080317 - PROXY_STATEMENT

Proxy Statement

 

We are mailing this proxy statement to our shareholders beginning on March 17, 2008. The Board of Directors is soliciting proxies in connection with the 2008 Annual Meeting and encourages you to read this proxy statement and vote your shares online, by telephone or by mailing your proxy card.

 


 

Annual Meeting Information

 

Date and location.   Verizon’s annual meeting will be held on Thursday, May 1, 2008, at 10:30 a.m., local time, at The Cornhusker Marriott Hotel, 333 South 13th Street, Lincoln, Nebraska 68508.

 

Admission.   Only Verizon shareholders may attend the meeting and you will need an admission ticket or other proof of stock ownership to be admitted to the meeting.

 

Ø     If you are a registered shareholder, an admission ticket is attached to your proxy card. If you plan to attend the annual meeting, please vote your proxy but retain the admission ticket and bring it with you to the meeting.

 

Ø     If you hold your shares in the name of a bank, broker or other institution, you may obtain an admission ticket at the meeting by presenting proof of your ownership of Verizon stock. For example, you may bring your account statement or a letter from your bank or broker confirming that you owned Verizon common stock on March 3, 2008, the record date for the meeting.

 

The Cornhusker Marriott Hotel is accessible to all shareholders. If you would like to have a sign language interpreter at the meeting, please send your request to the Assistant Corporate Secretary at the address given under “Contacting Verizon” no later than April 18, 2008.

 

For safety and security reasons, we do not permit anyone to bring cameras, recording equipment, large bags, briefcases or packages into the meeting room or to otherwise record or photograph the meeting.

 


 

Voting Procedures and Related Matters

 

Ø Who may vote?

 

Shareholders of record as of the close of business on March 3, 2008, the record date, may vote at the meeting. As of March 3, 2008, there were approximately 2.86 billion shares of common stock outstanding and entitled to vote.

 

Ø How do I vote my shares?

 

Registered Shares .  If you hold your shares in your own name, you can vote by proxy in three convenient ways:

 

  · Online:   Go to www.envisionreports.com/vz and follow the instructions. You will need to enter certain information that is printed on your proxy card. You can also use this website to elect to be notified by email that future proxy statements and annual reports are available online instead of receiving printed copies of those materials by mail.
  · By telephone:   Call toll-free 1-800-652-VOTE (8683) within the United States, Canada and Puerto Rico and follow the instructions. You will need to enter certain information that is printed on your proxy card in order to vote by phone.
  · By mail:   Complete, sign and date your proxy card and return it in the envelope provided. If you plan to attend the annual meeting, please retain the admission ticket attached to the proxy card.

 

You may also vote in person at the meeting.

 

 

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Verizon Savings Plan Shares.   If you hold shares in a Verizon savings plan, the proxy you submit also instructs the plan trustee on how to vote your plan shares. You can vote online, by telephone or by returning the proxy card in the envelope provided. You cannot vote your savings plan shares in person at the meeting. If you do not submit a proxy, the plan trustee will vote your plan shares proportionally with those shares for which the trustee receives a proxy. To allow sufficient time for the savings plan trustees to tabulate the vote of the plan shares, your vote must be received before the close of business on April 28, 2008.

 

Street Name Shares.   If you hold shares through a bank, broker or other institution, you will receive material from that firm explaining how to vote.

 

Ø How do I find electronic proxy materials?

 

This proxy statement and the Annual Report to Shareowners are available to view or download at www.edocumentview.com/vz. If you are a registered holder, you can also view or download these materials when you vote online at www.envisionreports.com/vz.

 

Ø How does voting by proxy work?

 

By giving us your proxy, you authorize the proxy committee to vote your shares in accordance with the instructions you provide. You may vote for or against any or all of the Director candidates and any or all of the other proposals. You may also abstain from voting. If you vote online or by telephone, you must indicate whether you wish to vote for, against or abstain from voting.

 

Your proxy provides voting instructions for all Verizon shares registered in your name on March 3, 2008 and any full shares that you hold in a Verizon savings plan or your Verizon Direct Invest Plan account.

 

If you return your signed proxy card but do not specify how to vote, the proxy committee will vote your shares in favor of the Director candidates listed on the proxy card, in favor of the ratification of the independent registered public accounting firm and against the three shareholder proposals. The proxy committee also has the discretionary authority to vote on your behalf on any other matter that is properly brought before the annual meeting. If you wish to give your proxy to someone other than the proxy committee, please cross out the names of the proxy committee and add the name of the person you wish to designate.

 

Ø Can I change my vote?

 

Registered Shares. If you hold your shares in your own name, you can change your vote by voting again online or by telephone or by returning a later dated proxy card to Computershare Trust Company, N.A. at the address given under “Contacting Verizon.” Your vote must be received before the polls close at the annual meeting. You can also change your vote by voting in person at the annual meeting.

 

Verizon Savings Plan Shares. If you hold shares in a Verizon savings plan, you can change your voting instructions for those shares by voting again online or by telephone or returning a later dated proxy card to Computershare Trust Company, N.A. at the address given under “Contacting Verizon.” To allow sufficient time for the savings plan trustees to tabulate the vote of the plan shares, your vote must be received before the close of business on April 28, 2008.

 

Street Name Shares. If you hold your shares through a bank, broker or other institution, please check with that firm to see how to change your vote.

 

Ø What vote is required to elect a Director or approve a proposal?

 

Directors are elected by a majority of the votes cast. The management and shareholder proposals must be approved by a majority of the votes cast.

 

In order to conduct the meeting, we must have a quorum present. This means that at least a majority of the outstanding shares of Verizon common stock that are eligible to vote must be represented at the meeting either in person or by proxy. If a quorum is not present, we will reschedule the annual meeting for a later date.

 

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Ø How are the votes counted?

 

Each share is entitled to one vote on each matter presented at the annual meeting. Shares owned by Verizon, which are called treasury shares, do not count towards the quorum and are not voted.

 

Abstentions.   Under our bylaws, we do not count abstentions in determining the total number of votes cast for any item. We only count abstentions in determining whether a quorum is present. This means that abstentions have no effect on the election of Directors or on the outcome of the vote on any proposal.

 

Broker Non-Votes.   If you hold your shares through a bank, broker or other institution and you do not provide your voting instructions to them at least ten days before the annual meeting, that firm has the discretion to vote your shares on matters that the New York Stock Exchange, referred to as the NYSE, has determined are routine. Routine items typically include the election of directors or the ratification of the independent registered public accounting firm. The bank, broker or institution that holds your shares cannot vote your shares on non-routine matters, such as the shareholder proposals. We refer to this as a “broker non-vote.” We only count broker non-votes in determining whether a quorum is present.

 

Ø Is my vote confidential?

 

It is our policy to maintain the confidentiality of proxy cards, ballots and voting tabulations that identify individual shareholders, except where disclosure is required by law and in other limited circumstances.

 

Ø Where can I find the voting results of the annual meeting?

 

We will post the voting results on the Corporate Governance section of our website at www.verizon.com/investor promptly after the meeting. We will also include the voting results in our Form 10-Q for the second quarter which will be filed with the Securities and Exchange Commission, referred to as the SEC, no later than August 11, 2008.

 

Ø Who tabulates and certifies the vote?

 

Computershare Trust Company, N.A. will tabulate the vote, and independent inspectors of election will certify the results.

 

Ø Who is Verizon’s proxy solicitor?

 

Georgeson Inc. is assisting in the distribution of proxy materials and solicitation of votes for a base fee of $17,500, plus reimbursable expenses and custodial charges. We will bear the cost of soliciting proxies.

 

Ø May I receive my proxy materials electronically?

 

We encourage registered shareholders to sign up for electronic delivery of future proxy materials.

 

  · To sign up, go to www.eTree.com/verizon and follow the directions.
  · You may also sign up when you vote online at www.envisionreports.com/vz.
  · If you have enrolled in Computershare’s Investor Centre, you may also sign up on www.computershare.com/verizon by clicking on “Electronic Shareholder Communications” on the left side of the page.

 

Once you sign up for electronic delivery, you will no longer receive a printed copy of the proxy materials, unless you request one. Each year you will receive an e-mail explaining how to access the proxy materials online as well as how to vote your shares online. You may suspend electronic delivery of the proxy materials at any time by contacting Computershare Trust Company, N.A. by one of the methods described under “Contacting Verizon.”

 

Ø There are several shareholders at my address. Why did we receive only one set of proxy materials?

 

We have adopted a procedure called “householding” that was approved by the SEC. This means that eligible shareholders who share a single address receive only one copy of the Annual Report to Shareowners and proxy statement at their home address unless we receive notice that they wish to continue to receive individual copies.

 

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Householding does not apply to shareholders who have signed up for electronic delivery of proxy materials. If you wish to receive individual copies of the proxy materials, please contact Computershare Trust Company, N.A. by one of the methods shown under “Contacting Verizon.”

 

Ø How can I request a single set of proxy materials for my household?

 

If you are a registered shareholder, please contact Computershare Trust Company, N.A. to receive a single copy of the Annual Report to Shareowners and proxy statement each year, beginning 30 days after receipt of your instructions.

 

If you hold your shares through a broker, bank or other institution, you can contact that firm to request a single set of proxy materials.

 

Ø How do I submit a shareholder proposal for next year’s annual meeting?

 

A shareholder may submit a proposal for inclusion in the proxy statement for the 2009 annual meeting of shareholders by sending it to the Assistant Corporate Secretary at Verizon Communications Inc., 140 West Street, 29th Floor, New York, New York 10007. We must receive the proposal no later than November 17, 2008. We are not required to include any proposal in our proxy statement that we receive after that date or that does not comply with the rules of the SEC.

 

Ø May shareholders nominate directors or submit other business for next year’s annual meeting?

 

Under our bylaws, a shareholder may nominate an individual to serve as a Director or bring other business before the 2009 annual meeting. The bylaws require that the shareholder:

 

  · Notify us in writing no later than January 30, 2009;
  · Include his or her name, record address and Verizon share ownership; and
  · Include specific information about the proposed director nominee, including his or her name, age, business and residence addresses, principal occupation and Verizon share ownership, or about the proposed business.

 

The notice must be sent to the Assistant Corporate Secretary at Verizon Communications Inc., 140 West Street, 29th Floor, New York, New York 10007. A shareholder may request a copy of the bylaw requirements by writing to the Assistant Corporate Secretary at that address.

 


 

Contacting Verizon

 

Ø How to contact Verizon

 

If you need more information about the annual meeting or would like copies of any of the materials posted on the Corporate Governance section of our website, please write to:

 

Assistant Corporate Secretary

Verizon Communications Inc.

140 West Street, 29th Floor

New York, New York 10007

 

Ø How to contact Verizon’s Transfer Agent

 

If you are a registered shareholder, please direct all questions concerning your proxy card or voting procedures to our transfer agent, Computershare Trust Company, N.A. You should also contact them if you have questions about your stock account, stock certificates, dividend checks, or transferring ownership. Computershare can be reached:

 

By mail:     

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, Rhode Island 02940-3078

 

By telephone:    1-800-631-2355
Online:    www.computershare.com/verizon

 

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About Verizon’s Governance Practices

 

Commitment to Good Governance Practices

 

The Board of Directors is committed to maintaining high standards of corporate governance. As part of ensuring that it meets this commitment, the Board conducts an annual evaluation of its practices and processes. The Presiding Director oversees the evaluation and chairs the Board meeting and executive session where the Board reviews and discusses the results of this evaluation. The Corporate Governance and Policy Committee is responsible for ensuring that the membership, structure, policies and practices of the Board and its Committees facilitate the effective exercise of the Board’s role in the governance of Verizon. The Corporate Governance and Policy Committee monitors developments in corporate governance and considers the needs of Verizon and its shareholders. It periodically recommends that the Board make changes to its policies and practices or to Verizon’s Corporate Governance Guidelines. The Guidelines provide a framework for the operation of the Board and address key governance practices.

 

You can find a copy of the Corporate Governance Guidelines beginning at page A-1 of this proxy statement. We have also posted the Guidelines on the Corporate Governance section of our website at www.verizon.com/investor. All of Verizon’s corporate governance materials, including its certificate of incorporation, bylaws, Board Committee charters and policies, are also posted on the website. You can also request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting Verizon.”

 

Key Corporate Governance Provisions

 

Majority voting in Director elections.   The Board has amended Verizon’s bylaws to provide for the election of Directors by a majority of the votes cast in uncontested elections. This provision can only be changed by a majority vote of the shareholders.

 

Shareholder right to request a special meeting of shareholders.   The Board has amended Verizon’s bylaws to specify a procedure by which a special meeting of shareholders shall be called by the Board upon the request of shareholders owning 25% or more of Verizon’s outstanding common stock.

 

Independence standards.   The Board has adopted standards for assessing the independence of our Directors, which are stricter than the standards required by the NYSE. All non-employee Directors are independent. You can find more information about the independence of the non-employee Directors under “Independence” on page 7.

 

Chairman; Presiding Director.   The Board may elect any one of its members to serve as Chairman. Each year, the Board reviews its governance structure and determines which Director is best qualified to chair the Board. At the present time, the Board believes that Verizon and its shareholders are best served by having a Chairman who has a wide-ranging, in-depth knowledge of Verizon’s business operations and the competitive landscape and who is in the best position to identify the strategic issues to be considered for submission to the Board. They believe that the Chief Executive Officer’s extensive experience and knowledge of Verizon’s competitive challenges and opportunities make him the Director best qualified to serve in the role of Chairman. At the same time, in order to maintain an appropriate level of independent checks and balances in its governance, the independent members of the Board have elected a Presiding Director to review and approve the flow of information to the Board and to provide independent leadership, including in the evaluation and compensation of the CEO. Sandra O. Moose is currently the Presiding Director.

 

The Chairman:

  · Chairs all meetings of the Board, other than executive sessions;
  · Identifies strategic issues that should be considered for the Board agenda, subject to the approval of the Presiding Director; and
  · Consults with the Presiding Director in the development of the schedule, agenda and materials for all meetings of the Board.

 

The Presiding Director:

  · Chairs executive sessions, including the evaluation of the performance and compensation of the CEO;
  · Chairs any meeting of the Board if the Chairman is not present;
  · Approves the schedule, agenda and materials for all meetings of the Board, in consultation with the Chairman;

 

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  · Acts as liaison with the Chairman, in consultation with the other independent Directors who continue to have direct and complete access to the Chairman at any time as they deem necessary or appropriate; and
  · Presides over the Board’s annual self-evaluation.

 

The Presiding Director may call an executive session of the Board, and will do so at the request of any other Director. Any shareholder or interested party may communicate directly with the Presiding Director.

 

Stock ownership .  The Guidelines encourage Directors to hold at least 5,000 shares within five years of joining the Board. Shares held by a Director in any deferral plan are included in determining the number of shares held.

 

Limits on Board service.   The Guidelines provide that a Director who serves as an executive officer of a public company should not serve on more than three public company boards, including the board of the company that employs him or her, and other Directors should not serve on more than six public company boards. The Guidelines also limit executive officers to serving on no more than two public company boards.

 

Mandatory retirement .   A non-employee Director must retire no later than the Board meeting that follows his or her 72nd birthday. The CEO must resign from the Board effective when he or she no longer serves as CEO.

 

Shareholder approval of poison pill .  Verizon does not have a shareholder rights plan, commonly referred to as a “poison pill.” Under the Guidelines, if the Board decides to adopt a poison pill, it must be approved by shareholders within one year and then re-approved every three years.

 

Recapture of incentive payments.   The Human Resources Committee of the Board has adopted a policy that enables Verizon to recapture incentive payments received by an executive who has engaged in financial misconduct to ensure that executives do not benefit from engaging in such misconduct.

 

Review and approval of Related Person Transactions.   The Board has adopted a Related Person Transaction Policy, which is included in the Guidelines. The Corporate Governance and Policy Committee reviews transactions involving Verizon and any of our Directors or executive officers or their immediate family members to determine if any of the individual participants has a material interest in the transaction. Based on the facts and circumstances of each case, the Committee may approve, disapprove, ratify or cancel the transaction or recommend another course of action. Any member of the Committee who is involved in a transaction under review cannot participate in the Committee’s decision about that transaction.

 

Shareholder advisory vote related to executive compensation.   The Guidelines provide that beginning in 2009, a non-binding vote related to executive compensation will be included on the ballot for the annual meeting.

 

Policy on executive severance agreements.   Verizon will not enter into any new employment agreement or severance agreement with an executive officer that provides for severance benefits exceeding 2.99 times the sum of the executive’s base salary plus non-equity incentive plan payment, without seeking shareholder ratification of the agreement. This policy is described in more detail on page 30.

 

Business Conduct and Ethics

 

Verizon is committed to operating our business with the highest level of integrity, responsibility and accountability. We have adopted a strict Code of Conduct that applies to all employees, including the CEO, the Chief Financial Officer and the Controller. The Code of Conduct describes each employee’s responsibility to conduct business with the highest ethical standards and provides guidance in preventing, reporting and remediating potential compliance violations in key areas. Directors are expected to act in compliance with the spirit of the Code of Conduct, as well as comply with the specific ethical provisions of the Corporate Governance Guidelines. We have posted the Code of Conduct on the Corporate Governance section of our website at www.verizon.com/investor. You can also obtain a copy by writing to the Assistant Corporate Secretary at the address given under “Contacting Verizon.”

 

The Board is strongly predisposed against waiving any of the business conduct and ethics provisions applicable to Directors or executive officers and has not done so. In the unlikely event of a waiver, we will promptly disclose the Board’s action on our website.

 

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Shareholder Communications with Directors

 

The Board of Directors believes that communication with shareholders and other interested parties is an important part of the governance process and has adopted the following procedures to facilitate this communication. Please direct any correspondence to the Board, any Committee of the Board, the Presiding Director, any Committee Chairperson or individual Director or the non-employee Directors as a group to:

 

Verizon Communications Inc.

Board of Directors [or Committee name, Presiding Director, Committee Chairperson, individual

Director or non-employee Directors as a group, as appropriate]

140 West Street, 29th Floor

New York, New York 10007

 

The independent Directors have approved a process for forwarding correspondence about Verizon to members of the Board.

 


 

About the Board of Directors and its Committees

 

Verizon’s Board of Directors has the professional experience, expertise and commitment to effectively oversee management’s performance and act in the long-term best interests of shareholders.

 

Independence

 

Verizon’s Corporate Governance Guidelines require that a substantial majority of the Board be independent Directors. The Guidelines establish standards for evaluating the independence of each Director. A Director is considered independent if the Board finds that the Director has no material relationship with Verizon, except as a Director. The standards, which comply with the NYSE’s governance standards and all other applicable laws, describe relationships that, if material, would impair a Director’s independence. The standards set monetary thresholds at which the Board would consider the relationships to be material. To determine that a Director is independent, the Board must find that a Director does not have any relationship that is likely to impair his or her ability to act independently. The Board makes this determination by evaluating the facts and circumstances for each Director.

 

The Corporate Governance and Policy Committee conducts an annual review of the independence of members of the Board and its Committees and reports its findings to the full Board. Based on the recommendation of the Corporate Governance and Policy Committee, the Board has determined that the twelve incumbent non-employee Directors, including the eleven standing for election, are independent: Richard L. Carrión, M. Frances Keeth, Robert W. Lane, Sandra O. Moose, Joseph Neubauer, Donald T. Nicolaisen, Thomas H. O’Brien, Clarence Otis, Jr., Hugh B. Price, John W. Snow, John R. Stafford and Robert D. Storey. The Board has also determined that James R. Barker and Walter V. Shipley, each of whom retired from the Board in 2007, were independent.

 

In determining the independence of Mr. Barker, Mr. Carrión, Mr. Lane, Mr. Neubauer and Mr. Otis, the Board considered payments for telecommunications services made to Verizon by the companies that employ them. In determining Mr. Neubauer’s independence, the Board also considered payments for competitively bid food and facility management services, which Verizon made to the company that employs him. In determining Mr. Shipley's independence, the Board considered his serving as a director of another company where Verizon’s chief executive officer also served as a director. In determining Mr. Stafford’s independence, the Board considered his serving as a director of another company where Verizon’s chief executive officer also served as a director. In applying the independence standards, the independent members of the Board have determined that these general business transactions and relationships were not material under the standards in the Guidelines and do not impair the ability of the Directors to act independently.

 

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Attendance at Meetings

 

In 2007, the Board met 11 times. Seven meetings were regularly scheduled and four were special meetings. No Director standing for election attended fewer than 75% percent of the total number of meetings of the Board and the Committees to which the Director was assigned.

 

Directors are expected to attend the annual meeting of shareholders. In 2007, all of the Directors standing for election attended the annual meeting.

 

In addition to Board meetings, Directors have unrestricted access to management at all times and communicate informally with management on a variety of topics.

 

The independent Directors meet regularly in executive session without any members of management present. The independent Directors are required to meet in executive session at least once a year to review and evaluate the performance of the Board and to evaluate the performance and approve the compensation of the CEO. In practice, the independent Directors typically meet in executive session at the end of each Board meeting.

 

Committees of the Board

 

The Board has established three standing Committees – the Audit Committee, the Corporate Governance and Policy Committee and the Human Resources Committee. Each Committee has a written charter that defines the specific responsibilities of that Committee. The Committee charters are available on the Corporate Governance section of our website at www.verizon.com/investor. You may also obtain a copy of a charter by sending a written request to the Assistant Corporate Secretary at the address given under “Contacting Verizon.”

 

The Chairperson of each Committee approves the agenda and materials for each meeting. At least once a year, each Committee performs a self-assessment and reviews its processes and practices to ensure that the Committee has sufficient information, resources and time to fulfill its obligations and to determine whether any changes should be made to its processes, practices or charter. Under the Corporate Governance Guidelines, each Committee may retain independent advisors to assist it in carrying out its responsibilities.

 

Ø The Audit Committee

 

Members:

     Thomas H. O’Brien, Chairperson      Sandra O. Moose
       M. Frances Keeth      Donald T. Nicolaisen
       Robert W. Lane      Clarence Otis, Jr.

 

The Board has determined that each member of the Committee is an audit committee financial expert and meets the independence requirements of applicable laws, the NYSE and the Guidelines. The Committee met 11 times during 2007. The report of the Audit Committee is included later in this proxy statement.

 

Summary of Key Responsibilities:

 

  · Review risk management and controls;
  · Oversee financial reporting and disclosure matters, including
  O Annual audited and quarterly unaudited financial statements and related footnotes and disclosures
  O Any significant events, transactions, changes in accounting estimates or changes in important accounting principles and any major issues as to adequacy of internal controls;
  · Oversee Verizon’s internal audit function;
  · Oversee Verizon’s processes for ethical, legal and regulatory compliance;
  · Review the performance and qualifications of the independent registered public accounting firm (including their independence);
  · Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets; and
  · Assess procedures for handling of complaints relating to accounting, internal accounting controls or auditing matters.

 

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Ø The Corporate Governance and Policy Committee

 

Members:

     Sandra O. Moose, Chairperson   

Hugh B. Price

       Richard L. Carrión   

John W. Snow

       M. Frances Keeth   

Robert D. Storey

       Donald T. Nicolaisen     

 

The Board has determined that each member of the Committee meets the independence requirements of applicable laws, the NYSE and the Guidelines. The Committee met five times in 2007.

 

Summary of Key Responsibilities:

 

  · Evaluate the structure and practices of the Board and its Committees, including size, composition, independence and governance policies;
  · Recommend to the Board changes or additions to the Board’s policies or the Guidelines;
  · Evaluate the qualifications of candidates for election as Directors and present recommendations to the Board;
  · Review potential related person transactions; and
  · Review Verizon’s processes related to charitable contribution policies, selected social, environmental, regulatory and political matters, compliance with equal opportunity and diversity initiatives and safety issues.

 

Ø The Human Resources Committee

 

Members:

     Joseph Neubauer, Chairperson    Clarence Otis, Jr.
       Richard L. Carrión    John W. Snow
       Robert W. Lane    John R. Stafford

 

The Board has determined that each member of the Committee meets the independence requirements of applicable laws, the NYSE and the Guidelines. The Committee met six times in 2007. The report of the Human Resources Committee is included later in this proxy statement.

 

Summary of Key Responsibilities:

 

  · Design and oversee Verizon’s compensation policies and practices for senior management;
  · Approve corporate goals relevant to the CEO’s compensation;
  · Evaluate the CEO’s performance in light of goals and recommend his compensation to the Board;
  · Consider Verizon’s policies and practices with respect to succession planning; and
  · Review and recommend to the Board the compensation and benefits for non-employee Directors.

 

Nomination of Candidates for Director

 

The Corporate Governance and Policy Committee considers and recommends candidates for Director. The Committee reviews all nominations submitted to Verizon, including individuals recommended by Directors, members of management, and shareholders. To be eligible for consideration, any proposed candidate must:

 

  · Be ethical;
  · Have proven judgment and competence;
  · Have professional skills and experience in dealing with a large, complex organization or in dealing with complex problems that are complementary to the background and experience represented on the Board and that meet the needs of Verizon;
  · Have demonstrated the ability to act independently and be willing to represent the interests of all shareholders and not just those of a particular philosophy or constituency; and
  · Be willing and able to devote sufficient time to fulfill his or her responsibilities to Verizon and its shareholders.

 

In evaluating candidates, the Committee also considers other factors, including those that promote diversity.

 

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The Committee reviews the qualifications of each candidate for election or re-election, including his or her understanding of Verizon’s businesses and the environment within which Verizon operates, attendance and participation at meetings, and independence, including any relationships with Verizon. Prior to nomination, each candidate for re-election must consent to stand for election and provide an irrevocable resignation to the Committee. If the candidate does not receive a majority of the votes cast for his or her election at the annual meeting, the independent members of the Board will determine whether to accept the resignation and will disclose their decision within 90 days of the certification of the election results.

 

After the Committee has completed its evaluation of all candidates, it presents its recommendation to the Board for consideration and approval. The Committee also discusses with the Board any candidates who were submitted to and considered by the Committee but not recommended for election or re-election as Directors.

 

We will report any material change to this procedure in a quarterly or annual filing with the SEC. In addition, we will make any changes to this procedure available promptly by posting that information on the Corporate Governance section of our website at www.verizon.com/investor.

 


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