Verizon

On January 31, 2024, the Human Resources Committee of the Board of Directors of Verizon Communications Inc. (Verizon) approved a compensation increase for Anthony T. Skiadas, Verizon’s Executive Vice President and Chief Financial Officer. Effective January 1, 2024, Mr. Skiadas’ base salary increased from $800,000 to $1,000,000 and his target long-term incentive opportunity increased from $7,000,000 to $8,500,000.

On January 18, 2024, Melanie L. Healey, a member of the Board of Directors of Verizon Communications Inc. (Verizon), informed Verizon that she will not stand for re-election when her term expires at Verizon’s 2024 annual meeting of shareholders.

On March 2, 2023, the Verizon Board of Directors appointed Anthony T. Skiadas, Verizon’s Senior Vice President and Controller, to succeed Matthew D. Ellis as Verizon’s Executive Vice President and Chief Financial Officer, effective May 1, 2023. On the same day, the Human Resources Committee of the Board of Directors approved a compensation increase for Mr. Skiadas in connection with his appointment. Effective May 1, 2023, Mr. Skiadas’ base salary will increase from $625,000 to $800,000, his target short-term incentive opportunity will increase from 90% to 150% of base salary, and his target long-term incentive opportunity will increase from $2,200,000 to $7,000,000. Mr. Skiadas, 54, has served as Verizon’s Senior Vice President and Controller since 2013. On March 2, 2023, the Verizon Board of Directors appointed Mary-Lee Stillwell to succeed Mr.

On November 4, 2022, the Board of Directors of Verizon Communications Inc. (Verizon) elected Vittorio Colao, former Italian Minister for Innovation, Digital Transition and Space, and former Chief Executive of Vodafone Group Plc, as a director, and appointed him to the Corporate Governance and Policy Committee and the Finance Committee, effective November 4, 2022. As a director, Mr. Colao will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 28, 2022, except that Mr.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that Tami A. Erwin, Verizon’s former Executive Vice President and Group CEO - Verizon Business and current Strategic Advisor to the Chairman and Chief Executive Officer Hans Vestberg, would leave Verizon at the end of 2022. Verizon is filing this amended Current Report on Form 8-K/A to report that Ms. Erwin will depart from Verizon effective September 30, 2022.

Ronan Dunne, Strategic Advisor to the Chairman and Chief Executive Officer of Verizon Communications Inc. (Verizon) Hans Vestberg and former Executive Vice President and Group CEO - Verizon Consumer, will depart from Verizon effective September 30, 2022.

Verizon Communications Inc. (“Verizon”) announced that Tami A. Erwin, Verizon’s Executive Vice President and Group CEO - Verizon Business, would step down from her current position effective July 1, 2022. As previously announced, Ms. Erwin will report to Hans Vestberg, the Chairman and Chief Executive Officer of Verizon, as a strategic advisor until she leaves Verizon at the end of 2022.

Verizon Communications Inc. (“Verizon”) announced that Tami A. Erwin, Verizon’s Executive Vice President and Group CEO - Verizon Business, would leave Verizon at the end of 2022. Ms. Erwin will continue in her current position until her successor is appointed, after which she will report to Hans Vestberg, the Chairman and Chief Executive Officer of Verizon, as a strategic advisor until her departure.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that on June 24, 2021, the Verizon Board of Directors elected Laxman Narasimhan as a director, effective July 1, 2021. At the time of the Original Filing, the Board of Directors had not made a determination regarding any committee assignment for Mr. Narasimhan. Verizon is filing this amended Current Report on Form 8-K/A to report that on December 2, 2021, the Board of Directors appointed Mr. Narasimhan to the Audit Committee and the Corporate Governance and Policy Committee, effective immediately. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that on August 12, 2021, the Verizon Board of Directors elected Carol B. Tomé as a director, effective September 1, 2021. At the time of the Original Filing, the Board of Directors had not made a determination regarding any committee assignment for Ms. Tomé. Verizon is filing this amended Current Report on Form 8-K/A to report that on December 2, 2021, the Board of Directors appointed Ms. Tomé to the Finance Committee, effective immediately. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.

On November 8, 2021, Verizon Communications Inc. (Verizon) announced that Ronan Dunne, Executive Vice President and Group CEO - Verizon Consumer, would step down from his current position at the end of the year. Effective January 1, 2022, Mr. Dunne will serve as a strategic advisor to Hans E. Vestberg, Chairman and Chief Executive Officer of Verizon.

On September 1, 2021, upon the completion of the Sale (as defined in

On August 12, 2021, the Board of Directors of Verizon Communications Inc. (Verizon) elected Carol B. Tomé, Chief Executive Officer of United Parcel Service, Inc., as a director, effective September 1, 2021. As a director, Ms. Tomé will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29, 2021, except that Ms. Tomé will not receive a one-time grant of 3,000 Verizon share equivalents for new non-employee directors, because she previously received such a grant in connection with her prior service on the Board in 2020. Ms. Tomé has not yet been named to a Board committee.

On June 24, 2021, the Board of Directors of Verizon Communications Inc. (Verizon) elected Laxman Narasimhan, Group Chief Executive Officer of Reckitt Benckiser Group PLC, as a director, effective July 1, 2021. As a director, Mr. Narasimhan will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29, 2021. Mr. Narasimhan has not yet been named to a Board committee.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that on October 2, 2020, the Verizon Board of Directors elected Roxanne S. Austin as a director, effective immediately. At the time of the Original Filing, the Board of Directors had not made a determination regarding any committee assignment for Ms. Austin. Verizon is filing this amended Current Report on Form 8-K/A to report that on May 13, 2021, the Board of Directors appointed Ms. Austin to the Audit Committee and the Finance Committee, effective immediately. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.

On May 2, 2021, in connection with the transactions described in

On February 13, 2021, Vittorio Colao, a Director of Verizon Communications Inc. (Company), informed the Company that he has been appointed as Italy’s Minister for Technological Innovation and Digital Transition, and that, as a result, he was resigning from the Company’s Board effective on that date.

On October 2, 2020, the Board of Directors of Verizon Communications Inc. (Verizon) elected Roxanne S. Austin, President and Chief Executive Officer of Austin Investments Advisors, as a director, effective immediately. As a director, Ms. Austin will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2020. Ms. Austin has not yet been named to a Board committee.

On March 12, 2020, Carol Tomé, a Director of Verizon Communications Inc. (Company), informed the Company that she has been appointed as Chief Executive Officer of United Parcel Service, Inc., that her new position would render her overboarded under Verizon’s Corporate Governance Guidelines, and that, as a result, she was resigning from the Company’s Board effective on that date.

On February 5, 2020, Kathryn A. Tesija, a member of the Board of Directors of Verizon Communications Inc. informed the Board that she will not stand for re-election when her term expires at the Company’s 2020 annual meeting of shareholders.

On December 5, 2019, the Board of Directors of Verizon Communications Inc. (Verizon) elected Carol B. Tomé, former Chief Financial Officer and Executive Vice President - Corporate Services of The Home Depot, Inc., as a director, effective January 1, 2020. As a director, Ms. Tomé will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Non-Employee Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2019. Ms. Tomé has not yet been named to a Board committee. On May 2, 2019, Vittorio Colao was elected to the Board of Directors of Verizon at the company’s Annual Meeting of Shareholders. On December 5, 2019, the Board of Directors of Verizon appointed Mr.

Verizon Communications Inc. announced that Marc C. Reed, Verizon’s Executive Vice President and Chief Administrative Officer, would step down from his current position in July 2019. After doing so, he will report to Hans Vestberg, the Chairman and Chief Executive Officer of Verizon, as a strategic advisor.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that on September 6, 2018, the Verizon Board of Directors elected Daniel H. Schulman as a director, effective immediately. At the time of the Original Filing, the Board of Directors had not made a determination regarding any committee assignment for Mr. Schulman. Verizon is filing this amended Current Report on Form 8-K/A to report that on February 7, 2019, the Board of Directors appointed Mr. Schulman to the Human Resources Committee effective on March 8, 2019. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.

On February 6, 2019, Richard L. Carrión, a member of the Board of Directors of Verizon Communications Inc. (Verizon or the Company), informed the Board that he will not stand for re-election when his term expires at the Company’s 2019 annual meeting of shareholders on May 2, 2019. On February 7, 2019, Lowell C. McAdam, Chairman of the Verizon Board of Directors, informed the Board that he will not stand for re-election when his terms expires at the Company’s 2019 annual meeting of shareholders on May 2, 2019, and he tendered his resignation as Chairman. The Board accepted Mr. McAdam’s resignation as Chairman, effective as of March 8, 2019, and elected Hans E. Vestberg, Chief Executive Officer of Verizon, as Chairman of the Board, effective as of March 8, 2019. On February 7, 2019, the Verizon Board elected Clarence Otis, Jr.

On October 1, 2018, Gregory D. Wasson, a member of the Board of Directors (the Board) of Verizon Communications Inc. (the Company), informed the Company that he is resigning from the Board, effective October 1, 2018. Mr. Wasson’s decision to resign is not the result of any disagreement with the Company.

On September 6, 2018, the Board of Directors of Verizon Communications Inc. (Verizon) elected Daniel H. Schulman, President and Chief Executive Officer of PayPal Holding, Inc., as a director, effective immediately. As a director, Mr. Schulman will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Director Compensation” in Verizon’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2018. Mr. Schulman has not yet been named to a Board committee.

The Board of Directors (the Board) of Verizon Communications Inc. (Verizon) announced that as of June 7, 2018: • The Board accepted the resignation of Lowell C. McAdam as Chief Executive Officer of Verizon, which resignation is effective as of August 1, 2018. Mr. McAdam will remain Chairman of the Board, and he will remain an officer of the company for a transition period through December 31, 2018. On December 31, 2018, Mr. McAdam will retire as an employee of Verizon and remain on the Board thereafter as Non-Executive Chairman. • The Board appointed Hans E. Vestberg, currently Verizon’s Executive Vice President, President of Global Networks and Chief Technology Officer, as Chief Executive Officer of Verizon, effective as of August 1, 2018. • The Board elected Mr. Vestberg as a Director of Verizon. Mr. Vestberg will not receive any additional compensation for serving as a Director.

(e) On March 5, 2018, the Human Resources Committee (the Committee) of the Board of Directors of Verizon Communications Inc. (Verizon) approved a change to the methodology for establishing the annual long-term incentive award opportunities for senior executive officers, including Matthew D. Ellis, Executive Vice President and Chief Financial Officer, John G. Stratton, Executive Vice President and President – Global Operations, Hans E. Vestberg, Executive Vice President, President – Global Networks and Chief Technology Officer, and Marc C. Reed, Executive Vice President and Chief Administrative Officer.

Verizon Communications Inc. announced that Marni M. Walden, Verizon’s Executive Vice President and President – Global Media, would step down from her current position effective at the close of business on December 31, 2017. Following that date, she will report to Lowell McAdam, the Chairman and Chief Executive Officer of Verizon, as a strategic advisor and will leave the company in February 2018.

(e) On May 4, 2017, the shareholders of Verizon Communications Inc. (“Verizon”) approved the Verizon 2017 Long-Term Incentive Plan (the “Plan”) at the annual meeting of shareholders (the “Annual Meeting”). The Plan became effective immediately upon shareholder approval. The Plan is described in Item 5 of Verizon’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2017 (the “2017 Proxy Statement”). The descriptions of the Plan contained herein and in the 2017 Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed as Appendix B to the 2017 Proxy Statement and is incorporated by reference herein.

The Human Resources Committee (the “Committee”) of the Verizon Communications Inc. (“Verizon”) Board of Directors has approved a special equity award to John G. Stratton, Executive Vice President and President of Operations for purposes of retention. The award is 100% performance-based, and the final payout of the award is predicated on driving return on equity, which is linked to shareholder value creation. The award was granted on March 14, 2017, with a grant date fair value of approximately $6 million. The special award was authorized by the Committee under the terms and conditions of the 2009 Verizon Communications Inc. Long-Term Incentive Plan, with 100% of the award opportunity in the form of performance stock units (“PSUs”).

On December 19, 2016, Donald T. Nicolaisen, a member of the Board of Directors (the Board) of Verizon Communications Inc. (the Company), informed the Company that he is resigning from the Board, effective December 31, 2016. Mr. Nicolaisen’s decision to resign is not the result of any disagreement with the Company.

On September 1, 2016, Francis J. Shammo, Verizon’s Executive Vice President and Chief Financial Officer, announced his plans to step down as Verizon’s Chief Financial Officer, effective November 1, 2016 and to retire from the company at the end of 2016. On September 1, 2016, the Verizon Board of Directors appointed Matthew D. Ellis to succeed Mr. Shammo as Verizon’s Executive Vice President and Chief Financial Officer effective November 1, 2016. On the same day, the Human Resources Committee of the Board of Directors approved a compensation increase for Mr. Ellis in connection with his appointment which will be effective as of November 1, 2016. Mr. Ellis’ base salary will increase to $700,000, his target short-term incentive opportunity will increase from 90% to 150% of base salary, and his target long-term incentive opportunity will increase from 300% to 500% of base salary.

On June 8, 2016, Daniel S. Mead, Verizon’s Executive Vice President and President of Strategic Initiatives, announced his plans to retire, effective July 1, 2016.

Verizon Communications Inc. (Verizon) previously filed a Current Report on Form 8-K (the Original Filing) to report that on September 2, 2015, the Verizon Board of Directors elected Gregory G. Weaver as a director, effective immediately. At the time of the Original Filing, the Board of Directors had not made a determination regarding any committee assignment for Mr. Weaver. Verizon is filing this amended Current Report on Form 8-K/A to report that on June 2, 2016, the Board of Directors appointed Mr. Weaver to the Audit Committee effective on that date. Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Report.