Company Name: Verizon Communications Inc.
Public Availability Date: January 30, 2004Document Sections:
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER
STAFF REPLY LETTER [INQUIRY LETTER]
December 23, 2003 Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549 Re: Verizon Communications Inc. - Omission of Shareholder Proposal Pursuant to
Rule 14a-8 Dear Sir or Madam: We are writing on behalf of our client, Verizon Communications Inc., a Delaware
corporation (the "Company"), pursuant to Rule 14a-8(j) under the Securities
Exchange Act of 1934, as amended, to respectfully request that the Staff of the
Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission (the "Commission") concur with the Company's view that, for the
reasons stated below, the shareholder proposal and supporting statement (the
"Proposal") submitted by Chris Rossi (the "Proponent"), may properly be omitted
from the proxy materials (the "Proxy Materials") to be distributed by the
Company in connection with its 2004 annual meeting of shareholders (the "2004
Annual Meeting"). Pursuant to Rule 14a-8(j)(2), we are enclosing six copies of (i) this letter and
(ii) the Proposal and cover letter dated October 7, 2003 submitted by the
Proponent, attached hereto as Exhibit A. In accordance with Rule 14a-8(j), a
copy of this submission is being sent simultaneously to the Proponent. At the
Proponent's request, a copy of this submission also is being sent to the
Proponent's designated proxy, John Chevedden. I. Introduction
The Proposal relates to shareholder rights plans, which are sometimes referred
to as "poison pills." In order to be consistent with the Proponent's
terminology, we will use the term "poison pill" in this letter. The text of the
resolution is as follows: RESOLVED, That the shareholders of our company request that our Board of
Directors seek shareholder approval at the earliest subsequent shareholder
election, for the adoption, maintenance or extension of any current or future
poison pill. Once adopted, removal of this proposal or any dilution of this
proposal, would consistently be submitted to shareholder vote at the earliest
subsequent shareholder election. As discussed in detail in Section II.A. below, the language and meaning of the
resolution are extraordinarily unclear. Specifically, the meaning of the second
sentence of the resolution is virtually unintelligible since, among other
things, it is unclear whether the Proponent intended such sentence to be
mandatory or precatory and, in either instance, what action or actions the
Proponent intends that the Company's Board of Directors (the "Board") take.
In addition, as discussed in detail in Section II.B. below, there are numerous
statements in the Proposal that are materially false and misleading in violation
of Rule 14a-9, including, for example, a reference in the resolution to the
Company's "current ... poison pill" when, in fact, the Company does not
currently have a poison pill and has not had a poison pill since 1996. Also,
several of the statements in the Proposal recently were found by the Staff to be
materially false and misleading in a substantially similar proposal. See
Monsanto Company (November 26, 2003).
The Company requests that the Staff concur with the Company's view that the
Proposal may properly be omitted from the Proxy Materials because, asdiscussed
below, the Proposal is materially false and misleading in violation of Rule
14a-9 and therefore is properly excludable under Rule 14a-8(i)(3).
II. The Proposal May Be Omitted Pursuant to Rule 14a-8(i)(3) Because It Is In
Violation of Rule 14a-9 A. The Proposal Is Vague, Indefinite and, thus, Misleading in Violation of Rule
14a-9 Pursuant to Rule 14a-8(i)(3), a company may exclude a proposal "if the proposal
or the supporting statement is contrary to any of the Commission's proxy rules,
including Rule 14a-9, which prohibits materially false or misleading statements
in proxy soliciting materials." Because the second sentence of the resolution
included in the Proposal is vague, indefinite, and subject to varying
interpretations, it is entirely unclear what the consequences of the Proposal's
adoption would be. As a result, the Proposal is vague and misleading on the
whole, and it may be properly omitted from the Proxy Materials pursuant to Rule
14a-8(i)(3). The Staff previously has taken the position that shareholder proposals that are
vague and indefinite are excludable under Rule 14a-8(i)(3) as inherently
misleading because neither the shareholders voting on the proposal nor the board
of directors of the company seeking to implement the proposal would be able to
determine with any reasonable amount of certainty what action or measures would
be taken if the proposal were implemented. See, e.g., General Electric Company
(February 5, 2003) (Staff concurred with exclusion of a proposal that failed to
define critical terms or otherwise provide guidance on how it would be
implemented). See also, Eastman Kodak Company (March 3, 2003) (Staff concurred
with exclusion of a proposal that failed to "provide guidance on how it should
be implemented"); Philadelphia Electric Company (July 30, 1992) (Staff permitted
exclusion of a proposal that was "so inherently vague and indefinite that
neither the shareholders voting on the proposal, nor the Company in implementing
the proposal (if adopted), would be able to determine with any reasonable
certainty exactly what actions or measures the proposal requires"); Gannett
Company, Inc. (February 24, 1998) (permitting exclusion of a proposal because it
was "unclear what action the Company would take if the proposal were adopted");
and Fuqua Industries, Incorporated (March 12, 1991) (finding that a proposal may
be excluded where "neither shareholders voting on the proposal nor the Company
implementing the proposal, if adopted, would be able to determine with any
reasonable certainty what actions would be taken under the proposal").
The Staff also consistently has concluded that a proposal may be excluded where
the meaning and application of terms or the standards under the proposals "may
be subject to differing interpretations." See, e.g., Hershey Foods Corporation
(December 27, 1988) (a proposal seeking to establish a policy restricting the
company's advertising was excluded as vague and indefinite because the
"standards under the proposal may be subject to differing interpretations");
Exxon Corporation (January 29, 1992) (permitting exclusion of a proposal
regarding board member criteria because the use of certain vague terms made the
proposal misleading since such matters would be subject to differing
interpretations both by shareholders voting on the proposal and the company's
board of directors in implementing the proposal "with the result that any action
ultimately taken by the [c]ompany could be significantly different from the
action envisioned by shareholders voting on the proposals"); and Fuqua
Industries, Incorporated (March 12, 1991) (permitting shareholder proposal to be
excluded because terms such as "any major shareholder" "would be subject to
differing interpretations"). As in the foregoing precedents, the Proposal is vague and ambiguous. In
particular, the second sentence of the resolution ("Once adopted, removal of
this proposal or any dilution of this proposal, would consistently be submitted
to shareholder vote at the earliest subsequent shareholder election") is subject
to widely differing interpretations, and provides no guidance with respect to
the implementation of the Proposal. Among the uncertainties and ambiguities are
the following:
The language of the second sentence of the resolution, on its face, is not
precatory. However, the second sentence is procedural in nature and would appear
to derive its meaning from the substantive language of the first sentence of the
resolution, which clearly is precatory. Although the Company believes that the
second sentence should be interpreted as precatory, it is subject to many
differing interpretations, and undoubtedly will be very confusing to
shareholders. Put simply, whatever the second sentence may be intended to mean,
it is unclear whether the Proponent intends that the Board may do it or must do
it.
The second sentence of the resolution twice uses the term "this proposal." If
that term is intended to refer to the Proposal submitted by the Proponent which
is the subject of this letter, is the Proponent intending that the Proposal be
"consistently submitted to shareholder vote" unless and until the Boardcomplies
with the request set forth in the first sentence of the resolution?
Assuming that the words "this proposal" do, in fact, refer to the Proposal
submitted by the Proponent, are the terms "removal of this proposal" and
"dilution of this proposal" intended to refer to the Board not taking the action
requested in the first sentence of the resolution or are they intended to mean
something else?
Under this interpretation, is the second sentence of the resolution trying to
state that the Proposal, if adopted, is intended to remain in effect (that is,
an outstanding request to the Board), unless and until it is "removed" or
"diluted" by a subsequent vote of shareholders and, if so, what is that intended
to mean?
Alternatively, are the words "removal of this proposal" and "dilution of this
proposal" intended to refer to not to the "Proposal" itself, but instead to any
action which the Board may take in response to the Proposal if it is adopted? If
this is the intended interpretation, does the Proponent mean that any action the
Board may choose to take in response to the first sentence of the resolution
(which clearly is precatory) is subject to shareholder approval before it can be
"removed" (presumably, rescinded) or "diluted" by the Board? If this, in fact,
is the Proponent's intention, it is hard to imagine how it could be discerned by
either the shareholders who will vote on the Proposal or by the Board which may
determine to implement it.
These persistent ambiguities are further complicated by the statement in the
Proponent's supporting statement that the Proposal "gives our Directors the
flexibly [sic] to override our shareholder vote if our Directors seriously
believe they have a good reason." Does this statement merely refer to the fact
that the first sentence of the resolution is precatory? Is it intended to
interpret the resolution to mean that the request in the first sentence is, in
effect, modified so that it is inapplicable if the directors "seriously believe
they have a good reason" not to act upon the request? In any event, this
statement appears to be inconsistent with various interpretations of the second
sentence of the resolution. The Proposal contains language and concepts which are inherently vague and
ambiguous, and is subject to differing interpretations. As a result, it is
unclear what the effect of the Proposal would be if it is adopted by
shareholders. The Board will be unable to determine the substance of any actions
that would constitute a "removal of this proposal or any dilution of this
proposal," what item or items should "consistently be submitted to shareholder
vote" and the effect, if any, of such vote. Finally, as discussed above, the
Proponent's intentions as to whether the second sentence of the Proposal is
precatory or mandatory are not at all evident. The Proposal, therefore, is
misleading and may properly be omitted from the Proxy Materials in reliance on
Rule 14a-8(i)(3). B. The Proposal is Materially False and Misleading In Violation of Rule 14a-9
The Proposal is contrary to Rule 14a-9, which prohibits false or misleading
statements in connection with the solicitation of proxies, and therefore may
properly be omitted from the Proxy Materials under Rule 14a-8(i)(3). The Staff
has concurred that a company may properly exclude entire shareholder proposals
and supporting statements where they contain false and misleading statements or
omit material facts necessary to make such statements not false and misleading.
See The Swiss Helvetia Fund, Inc. (April 3, 2001) and General Magic, Inc. (May
1, 2000). In addition, as stated by the Staff in Section E.1. of the Division of
Corporation Finance: Staff Legal Bulletin No. 14 (July 13, 2001), "when a
proposal and supporting statement will require detailed and extensive editing in
order to bring it into compliance with the proxy rules, we may find it
appropriate for companies to exclude the entire proposal, supporting statement,
or both, as materially false or misleading." The Staff also has found on numerous occasions that a company may properly
exclude certain portions of shareholder proposals and supporting statements from
its proxy materials where they contain false and misleading statements or omit
material facts necessary to make statements made therein not false or
misleading. See Excel Energy Inc. (April 1, 2003); Countrywide Credit Industries
(April 9, 2002); Peoples Energy Corporation (November 26, 2001); Phoenix Gold
International, Inc. (November 21, 2000); and Emerson Electric Co. (October 27,
2000). As discussed below, because the Proposal is so replete with statements and
assertions that are false and misleading, the removal of which would require
detailed and extensive editing, the Company believes the entire Proposal is in
violation of Rule 14a-9, and therefore may properly be excluded in its
entiretypursuant to Rule 14a-8(i)(3). In the alternative, if the Staff is unable
to concur with the Company's view that the Proposal should be excluded in its
entirety because of the numerous false and misleading statements contained
therein, we request that the Staff recommend exclusion or revision of the
statements discussed below. In particular: 1. The Proposal falsely and misleadingly asserts that the Company currently has
in place a poison pill by explicitly referring to the "maintenance or extension
of any current or future poison pill." (emphasis added). The Company does not
currently have a poison pill and has not had a poison pill since 1996, more than
seven years ago. The reference to a current poison pill is designed to mislead
shareholders into wrongly believing that the Company currently has a poison pill
in place, and could very well affect the votes of certain shareholders voting on
the Proposal. 2. The Proponent's supporting statement opens with a string of citations, each
of which purports to be a quote commenting negatively on the effects of poison
pills. No context whatsoever is provided, and shareholders unfamiliar with the
ongoing debate concerning the pros and cons of poison pills will be left with
the materially false and misleading impression that there is a virtual unanimity
of views that poison pills are not in the best interests of shareholders. At
minimum, these purported quotes should be preceded by a clear statement
indicating that selected quotes expressing a particular viewpoint on the effects
of poison pills are set forth below. 3. In Monsanto Company (November 26, 2003), Nick Rossi, acting through his
designated proxy, John Chevedden (who, as noted above, also is serving as the
Proponent's designated proxy), submitted a proposal similar to the Proposal,
including a substantially similar supporting statement. In response to a no
action request submitted on behalf of Monsanto, the Staff concurred that certain
statements included in the supporting statement may be materially false and
misleading. Those same statements appear in the supporting statement included
here as part of the Proposal. In Monsanto, the Staff stated: "In our view, the
Proponent must: - revise the reference to the Wall Street Journal article to add "Source:" to
the beginning of the reference and clarify that the article refers to an opinion
article; - revise the sentences attributed to T.J. Dermott Dunphy to clearly identify
which sentences are quotes; - revise the sentence attributed to Morningstar.com to directly quote the
sentence from the source; and - Revise the caption "Council of Institutional Investor Recommendation" and the
discussion under that caption to make clear that the Council of Institutional
Investor's recommendation relates to shareholder approval of poison pills
generally and not this specific proposal." For the reasons set forth below, if the Staff does not concur that the Proposal
may be omitted in its entirety, the Staff should require the same revisions to
the supporting statement included in the Proposal as were required in Monsanto
Company: A. The excerpt from the Wall Street Journal (February 24, 2003) is a paraphrase
of the text of an op-ed article expressing the views of the writer. As presented
in the supporting statement, this excerpt is falsely and misleadingly portrayed
as a news item. The full text of this article is attached hereto as Exhibit B.
B. The excerpt attributed to T.J. Dermot Dunphy is a paraphrase of quotations
contained in the cited article. Any quotes from the article should be clearly
identified as such. The full text of the article is attached hereto as Exhibit
C. C. The purported quote from Morningstar.com misleadingly excerpts and
paraphrases one sentence. The full text of the article is attached as Exhibit D.
D. The reference to the Council of Institutional Investors ("CII") creates the
false and misleading impression that the CII has endorsed or recommended a vote
for the Proposal. The full text of the article is attached as Exhibit E.
4. The repeated references to a "dictator" in the supporting statement are
materially false and misleading, as well as inflammatory. It is unconscionable
to equate duly elected directors with "dictators," and this is precisely the
type of materially false and misleading allegation, without factual foundation,
that Note (b) to Rule 14a-9 is designed to prevent. The fact that the word
"dictator" is a statement made by another person whose remarks are reprinted by
the Proponent is of no relevance. The Proponent embraces the word as his own by
republishing it in hissupporting statement. As was stated by David Sirignano in
an article in 1988 ("Review of Proxy Contests By the Staff of the Securities and
Exchange Commission"), when a soliciting party cites other sources, "the
solicitor must be prepared to support the statements made, not merely support
the fact that the statement was made." In addition, the Proponent, on his own,
uses the word "dictator," in a caption appearing in the supporting statement.
For the foregoing reasons, the Company believes it may properly omit the
Proposal from the Proxy Materials pursuant to Rule 14a-8(i)(3). Alternatively if
the Staff does not concur that the entire Proposal may be omitted, the Proponent
should be required to revise his Proposal to eliminate all false and misleading
statements or to make them not false or misleading, or the Company should be
permitted to omit the entire Proposal from its Proxy Materials pursuant to Rule
14a-8(i)(3). III. Conclusion For the reasons discussed above, the Company requests that the Staff concur with
the Company's view that the Proposal may properly be omitted from its Proxy
Materials under Rule 14a-8(i)(3) because the Proposal is materially false and
misleading in violation of Rule 14a-9. Should the Staff disagree with the
Company's position or require any additional information, we would appreciate
the opportunity to confer with the Staff concerning these matters prior to the
issuance of its response. If the Staff has any questions or comments regarding the foregoing, please
contact the undersigned at (212) 735-3360, or, in my absence, Richard J.
Grossman of this firm at (212) 735-2116. Very truly yours,
/s/ Daniel E. Stoller
Enclosures cc: Marianne Drost, Esq., Senior Vice President, Deputy General Counsel and
Corporate Secretary, Verizon Communications Inc. Mr. Chris Rossi
Mr. John Chevedden [APPENDIX 1]
3 - Sharcholder Voting Right on a Poison Pill RESOLVED: That the shareholders of our company request that our Board of
Directors seek shareholder approval at the earliest subsequent shareholder
election, for the adoption, maintenance or extension of any current or future
poison pill. Once adopted, removal of this proposal or any dilution of this
proposal, would consistently be submitted to shareholder vote at the earliest
subsequent shareholder election. Chris Rossi, P.O. Box 249, Boonville, Calif. 95415 submitted this proposal.
Shareholders' Central Role Putting poison pills to a vote is a way of affirming the central role that
shareholders should play in the life of a corporation. An anti-democratic scheme
to flood the market with diluted stock is not a reason that a tender for our
stock should fail. Source: The Motley Fool
The key negative of poison pills is that pills can preserve management deadwood
instead of protecting investors. Source: Moringstar.com
The Potential of a Tender Offer Can Motivate Our Directors
Hectoring directors to act more independently is a poor substitute for the
bracing possibility that shareholders could turn on a dime and sell the company
out from under its present management. Wall Street Journal, Feb. 24, 2003
Akin to a Dictator Poison pills are akin to a dictator who says, "Give up more of your freedom and
I'll take care of you. "Performance is the greatest defense against getting taken over. Ultimately if
you perform well you remain independent, because your stock price stays up."
Source: T.J. Dermot Dunphy, CEO of Sealed Air (NYSE) for more than 25 years.
This topic won an overall 60% yes-vote at 79 companies in 2003. I do not see how
our Directors could object to this proposal because it gives our Directors the
flexibly to override our shareholder vote if our Directors seriously believe
they have a good reason. I believe that there is a greater tendency for
shareholders, who more closely follow our company, to vote in favor of this
proposal topic. I believe our board may be tempted to partially implement this proposal to gain
points in the new corporate governance scoring systems. I do not believe that a
partial implementation, which could still allow our directors to give us a
poison pill on short notice, would be a substitute for complete implementation.
Council of Institutional Investors Recommendation
The Council of Institutional Investors www.cii.org, an organization of 130
pension funds investing $2 trillion, called for shareholder approval of poison
pills. Based on the 60% overall yes-vote in 2003 many shareholders believe
companies should allow their shareholders a vote. Notes:
The above format is the format submitted and intended for publication.
Please advise if there is any typographical question.
The company is requested to assign a proposal number (represented by "3" above)
based on the chronological order in which proposals are submitted. The requested
designation of "3" or higher number allows for ratification of auditors to be
item 2. References: The Motley Fool, June 13, 1997
Moringstar.com, Aug. 15, 2003 Mr. Dunphy's statements are from The Wall Street Journal, April 28, 1999.
IRRC Corporate Governance Bulletin, June - Sept. 2003
Council of Institutional Investors, Corporate Governance Policies, March 25,
2002 Please advise within 14 days if the company requests help to locate these or
other references. [APPENDIX 2]
Exhibit A Chris Ross P.O. Box 249
Boonville, CA 95415 OCT 14 2003
/s/ Mr. Charles Lee
Chairman
Verizon Communications (VZ)
1095 Avenue of the Americas, 36th Floor
New York, NY 10036
Phone: (212) 395-2121
Fax: (212) 921-2971 Dear Mr. Lee,
This Rule 14a-8 proposal is respectfully submitted for the next annual
shareholder meeting. This proposal is submitted in support of the long-term
performance of our company. Rule 14a-8 requirements are intended to be met
including ownership of the required stock value until after the date of the
applicable shareholder meeting. This submitted format, with the
shareholder-supplied emphasis, is intended to be used for definitive proxy
publication. This is the proxy for Mr. John Chevedden and/or his designee to act
on my behalf in shareholder matters, including this shareholder proposal for the
forthcoming shareholder meeting before, during and after the forthcoming
shareholder meeting. Please direct all future communication to Mr. Chevedden at:
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
PH: 310-371-7872 Your consideration and the consideration of the Board of Directors is
appreciated. Sincerely, /s/
/s/ Record Holder
cc: William P. Barr
General Counsel
Frederic V. Salerno
Vice Chairman of the Board
[STAFF REPLY LETTER]
6 Copies
7th copy for date-stamp return January 2, 2004
Via Airbill Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 0402
450 Fifth Street, NW
Washington, DC 20549 Response to Skadden, Arps, Slate, Meagher & Flom LLP No Action Request Verizon
Communications (VZ) Chris Rossi Ladies and Gentlemen:
The numbers preceding the brackets below correspond to the pages of the company
letter. 2] The company submitted the wrong proposal in its no action request. On
November 7, 2003 the attached proposal was timely faxed to the company.
The November 7, 2003 submission stated: "Also once this proposal is adopted,
dilution or removal of this proposal is requested be submitted to shareholder
vote at the earliest possible shareholder election." The company does not correspondingly declare that the board has absolutely no
power to adopt a poison pill which would then be "current" at the time of the
2004 annual meeting. 3] This precatory proposal seems to be abundantly clear:
a) The board is requested to seek shareholder approval for the adoption,
maintenance or extension of any poison pill. b) Once adopted dilution or removal of this proposal is requested to be
submitted to shareholder vote at the earliest possible shareholder election.
The company goes through a laundry list of purported precedents without first
citing any detail issue with the shareholder proposal. 4] Then the company has a list of hypotheticals to purportedly challenge the
proposal. Since the company is incorrectly addressing the text of the superceded proposal,
the company hypotheticals on purported vague-and-precatory issue are moot.
Anther variation of the purported vague-and-precatory issue is the company
comparison of two sentences - now made obsolete by the updated proposal.
5] A measure of the company's lack of credibility is that it adds an unlikely
circumstance which is not in the proposal and then asks if the proposal intends
effectivity under the circumstance. For example the proposal does not state that
removal of the proposal once adopted must only be by a subsequent vote of
shareholders. It would be very unlikely that shareholders would even submit,
nonetheless pass, a shareholder proposal to limit their right to vote regarding
a poison pill. The company does not present one example in the history of rule
14a-8 where a shareholder submitted a rule 14a-8 proposal to limit shareholder
rights. Yet the company claims this shareholder proposal must have an explicit
answer for such unlikely event. 7] The company does not correspondingly declare that the board has absolutely no
power to adopt a poison pill which would then be "current" at the time of the
2004 annual meeting. The company is implicitly asking that for a new rule requiring supporting
statements to be labeled in advance as, "Selected quotes expressing a particular
viewpoint on the effects of poison pills are set forth below."
Proposal text was found to be includable with modification concerning the 60%
vote, The Motley Fool, Morningstar.com, Mr. Dunphy and www.cii.org in UGI
Corporation (December 18, 2003). At the end of the proposal the company was invited to ask the shareholder party
if there were any questions on the references. In its rush to a no action
request the company failed to do so. 8] The Council of Institution Investors statement is clearly a generalization
and not focused on any one company: "The Council ... called for shareholder
approval of poison pills." Contrary to the company claim there is no proposal
text that states the Council supports any particular proposal on this topic.
Furthermore the Council of Institutional Investors text is positioned about as
far as possible from the resolved statement of the proposal. The company does
not correspondingly support its argument by claiming it would be incorrect to
state that the Council of Institutional Investors called for approval of all
poison pills. It appears the company is making the moot argument that Mr. Dunphy has impugned
"poison pills" in "poison pills are akin to a dictator."
I do not believe the company has met its burden of proof obligation according to
rule 14a-8. For the above reasons this is to respectfully request non-concurrence with the
company no action request on each point. Sincerely,
/s/ John Chevedden
cc: Chris Rossi
Charles Lee
[STAFF REPLY LETTER]
January 30, 2004 Response of the Office of Chief Counsel Division of Corporation Finance
Re: Verizon Communications Inc. Incoming letter dated December 23, 2003
The proposal requests that the board seek shareholder approval at the earliest
subsequent shareholder election for the adoption, maintenance or extension of
any current or future poison pills and further recommends, that once adopted,
removal or dilution of this proposal be submitted to shareholder vote.
We are unable to concur in your view that Verizon may exclude the entire
proposal under rule 14a-8(i)(3) as vague and indefinite or false and misleading.
There appears to be some basis for your view, however, that portions of the
supporting statement may be materially false or misleading under rule 14a-9. In
our view, the proponent must:
delete the discussion that begins "I do not see..." and ends "... if our
Directors seriously believes they have a good reason";
revise the reference to the Wall Street Journal article to add "Source:" to
the beginning of the reference and clarify that the article refers to an opinion
article;
revise the sentences attributed to T.J. Dermot Dunphy to clearly identify
which sentences are direct quotes;
revise the sentence attributed to Morningstar.com to directly quote the
sentence from the source; and
revise the caption "Council of Institutional Investor Recommendation" and the
discussion under that caption to make clear that the Council of Institutional
Investor's recommendation relates to shareholder approval of poison pills
generally and not this specific proposal. Accordingly, unless the proponent provides Verizon with a proposal and
supporting statement revised in this manner, within seven calendar days after
receiving this letter, we will not recommend enforcement action to the
Commission if Verizon omits only these portions of the supporting statement from
its proxy materials in reliance on rule 14a-8(i)(3). Sincerely,
/s/ Song P. Brandon
Attorney-Advisor
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