TCC-2 2018 Verizon Proxy Recommendations
1) Election of Directors
01. S. Archambeau CEO MetricStream Against
02. M. Bertolini CEO Aetna Against
03. R. Carrion CEO Popular, Inc. Against
04. M. Healy Fmr. Group President Proctor & Gamble Against
05. M. F. Keeth Fmr. EVP Royal Dutch Shell Against
06. L. McAdam CEO Verizon Communication, Inc. Against
07. C. Otis, Jr. Fmr. CEO Darden Restaurants Against
08. R. Slater Partner, Squire Patton Boggs LLP Against
09. K. Tesija Fmr. EVP Target Corp. Against
10. G. Wasson Fmr. CEO Walgreens Boots Alliance, Inc. Against
11. G. Weaver Fmr. CEO Deloitte & Touche LLP Against
2) Ratification of Appointment of Independent Registered Public Accounting Firm – For
3) Advisory Vote to Approve Executive Compensation – Against
4) Special Shareholder Meeting – For
Allows investors to accelerate change at a company, without the need to wait for the next annual meeting to restructure a Board of Directors or make other changes.
5) Lobbying Activities Report – For
We believe in full disclosure of Verizon Communication Inc.’s direct and indirect lobbying activities and expenditures.
6) Independent Chair – For
When the CEO serves as Chairman, this arrangement may hinder the ability of the Board to monitor the CEO’s performance and to provide the CEO with objective feedback and guidance.
7) Report on Cyber Security and Data Privacy – For
We believe it is advisable for the Board to explore integrating cyber security and data privacy metrics into executive compensation.
8) Executive Compensation Clawback Policy – For
Recent high profile payouts underscore the need for a stronger Executive Compensation Clawback Policy. At companies like Verizon, where the vast majority of senior executive compensation is tied to financial performance, we believe incentives not to take undue risks to boost short-term profitability are appropriate.
9) Nonqualified Savings Plan Earnings – For
Above market earnings on non-qualified accounts are not performance-based and thus do nothing to align management incentives with long-term shareholder interests. In addition, gross disparities between retirement benefits offered to senior executives and other employees risk potential moral problems and risk to corporate reputation.