Verizon Communications
PROXY VOTE ALERT - ANNUAL SHAREHOLDER MEETING
Verizon Communications
Presented by: Financial PMA + UnWoke.Academy
Verizon’s Annual Meeting is virtual on May 21, 2026, 10:00 a.m. EDT via meetnow.global/VZ2026
The proxy contains four management proposals + three shareholder proposals. Executive compensation is now financial and operational (Short-Term Incentive includes a 10% qualitative “strategic and culture” component; Long-Term Incentive based on free cash flow, adjusted EPS, revenue, and TSR — no ESG/DEI metrics after removal of prior workforce/supplier diversity goals in 2025 to align with EEOC guidance). However, multiple Board committees (Audit, Corporate Governance and Policy, Finance) oversee climate/ESG risks, renewable energy, and sustainability strategy. The company maintains net-zero operational emissions by 2035 (interim Scope 1&2 and Scope 3 targets), publishes TCFD-aligned disclosures and a Responsible Business Update, and some directors have climate/resilience experience. Human capital oversight includes pay equity and culture.
The proposals are:
Election of directors (slate of ~11 nominees).
Advisory (non-binding) say-on-pay on named executive officer compensation.
Approval of the 2026 Long Term Incentive Plan (new share authorization).
Ratification of Ernst & Young LLP as independent auditor.
Shareholder proposal — Board oversight of material issues related to climate change (Board recommends AGAINST).
Shareholder proposal — Independent board chair (Board recommends AGAINST).
Shareholder proposal — Report on risks of non-fiduciary executive compensation metrics (ESG/DEI in pay) (Board recommends AGAINST).
Board recommends FOR Items 1–4 and AGAINST Items 5–7.
Send a clear accountability signal while supporting the anti-woke shareholder proposal.
Proposal 1 – Election of Directors: WITHHOLD (or AGAINST) on all nominees. The board oversees climate/ESG strategy and includes directors with sustainability credentials.
Proposal 2 – Advisory Say-on-Pay: FOR. Metrics are now financial/operational with DEI elements removed — a rare positive step.
Proposal 3 – 2026 Long Term Incentive Plan: AGAINST. Material share authorization creates dilution to reward the same ESG/climate-oriented team. Force tighter alignment first.
Proposal 4 – Ratify Auditor (Ernst & Young): FOR. Purely operational/financial; no ideological conflict.
Proposal 5 – Climate Oversight Shareholder Proposal: AGAINST. Further entrenches ESG activism.
Proposal 6 – Independent Board Chair Shareholder Proposal: AGAINST. Standard governance change with no direct anti-woke benefit and potential activist risk.
Proposal 7 – Report on Risks of ESG/DEI in Executive Compensation: FOR. Directly calls out the risks of non-fiduciary woke metrics — aligns perfectly with the lenses’ mission.
Shareholders serious about merit, fiduciary duty, and keeping corporations focused on business — not social agendas — should send this clear signal.
Review the full proxy at: https://www.stocktitan.net/sec-filings/VZ/def-14a-verizon-communications-inc-definitive-proxy-statement-c4585f908525.html
Financial PMA | UnWoke.Academy
Protecting capital from woke capitalism.
