Recommendations for Voting Your Verizon Proxy
Item 1: Vote For Directors. If individuals have a beef about an individual director, they should vote against him or her. We think the Board does not pass the test of good governance because of the consistently high compensation for Ivan Seidenberg and the backhanded justifications for it in the proxy explanation.
We Recommend a Vote AGAINST.
Item 2: Auditor. Ernst & Young has done nothing egregious. If you do not like voting with the company,
We Recommend a Vote of ABSTAIN
Item 3: Advisory Vote Related To Executive Compensation. In 2007, CWA and other AFL-CIO unions, ran a shareholder campaign and achieved 50.18% of the vote on a similar proposal. The company then agreed to adopt it. Thus, every year this will be on the ballot. This is the second year. This proposal asks shareholders to approve the incentive compensation and overall compensation of the company's top officers. We believe they have been consistently overpaid.
We Recommend a Vote AGAINST.
Item 4: Prohibit Granting Stock Options. Stock options have been seriously abused by companies over the last twenty years. Although Verizon has not granted stock options since 2004, this proposal would make a statement against the existing overpayment of top executives.
We Recommend a Vote FOR.
Item 5: Gender Identity Non-Discrimination Policy. This proposal would add an important prohibition against discrimination on the basis of gender identity or expression to Verizons current policy of non-discrimination. CWA strongly supports this addition. It is hard to imagine why Verizon would publicly oppose this proposal except that management almost never sides with shareholders.
We Recommend a Vote FOR.
Item 6: Performance Stock Unit Performance Thresholds. The proposal asks that future performance stock units (stock equivalents given as incentive compensation) be granted only when the company performance equals or exceeds the median performance of peer companies. The way the current incentive compensation works, the company can be well below average (25th percentile) and officers still collect their incentives.
We Recommend a Strong Vote FOR.
Item 7: Shareholder Right To Call a Special Meeting. On the one hand, it is always good to give shareholders more rights over management. On the other hand, lowering the threshold further gives private equity the opportunity to push management in directions we may disapprove of. Currently, the company has a 10% threshold with some restrictions to call a special shareholders meeting. Last year this proposal received over 50% of the vote.
We Recommend a Vote FOR.
Item 8: Adopt and Disclose Succession Planning Policy. This proposal asks for a written policy of CEO succession planning. The Board claims it already has a policy but that writing it down and making it public would somehow compromise the privacy rights of the current CEO. Their argument put another ways is, Trust us. CWA believes that Boards should be explicit about plans for succession.
We Recommend a Vote FOR.
Item 9: Shareholder Approval Of Benefits Paid After Death. The proposal asks for shareholder approval for any benefit paid after death. The idea of paying any executive after death through "golden coffin agreements" is repulsive. The top executives at Verizon are already severely overpaid. The payments owed to the estates of top officers after death are therefore excessive as well.
We Recommend a Vote FOR.
Item 10: Executive Stock Retention Requirements. This proposal creates a policy that would require executives to hold onto stock (recommendation of at least 75%) gained through incentive plans for a period of at least two years after the executive leaves the company. Much of this stock was not actually "earned" at all, but was rather a wholesale giveaway to undeserving executives. This policy is a good one. There are too many examples of executives leaving, cashing out, and then the stock values suddenly crash.
We Recommend a Vote FOR