Company Name: Verizon Communications Inc.
Public Availability Date: January 19, 2006
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 28, 2005
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Verizon Communications Inc. 2006 Annual Meeting Shareholder Proposal of the
William Steiner
Ladies and Gentlemen:
This letter is submitted on behalf of Verizon Communications Inc., a Delaware
corporation (the "Verizon"), pursuant to Rule 14a-8(j) under the Securities
Exchange Act of 1934, as amended. On November 2, 2005, Verizon received a
shareholder proposal and supporting statement (the "Proposal") by facsimile from
William Steiner (the "Proponent"), for inclusion in the proxy materials to be
distributed by Verizon in connection with its 2006 annual meeting of
shareholders (the "2006 proxy materials"). A copy of the Proposal and the
accompanying cover letter is attached as Exhibit A. The cover letter states that
Mr. John Chevedden is representing the Proponent with respect to shareholder
matters, including the Proposal, and is the Proponent's proxy for all purposes
in connection with the Proposal. For the reasons stated below, Verizon intends
to omit the Proposal from its 2006 proxy materials.
Pursuant to Rule 14a-8(j)(2), enclosed are six copies of this letter and the
accompanying attachments. A copy of this letter is also being sent to the
Proponent and Mr. Chevedden as notice of Verizon's intent to omit the Proposal
from Verizon's 2006 proxy materials.
Verizon believes that the Proposal may be properly omitted from its 2006 proxy
materials under Rule 14a-8(f)(1) based on the Proponent's failure to provide
documentary support that he meets the eligibility and informational requirements
of Rule 14a-8. Rule 14a-8(b) provides that, in order to be eligible to submit a
proposal, a shareholder must have continuously held at least $2,000 in market
value of the company's securities entitled to be voted on the proposal for at
least one year prior to the date the proposal is submitted and must continue to
hold those securities through the date of the meeting. If the proponent is not a
registered holder, he or she must provide proof of beneficial ownership of the
securities.
After ascertaining that the Proponent is not listed as a shareholder on
Verizon's share register, on November 8, 2005 (within 14 calendar days of its
receipt of the Proposal), Verizon sent a letter to Mr. Chevedden, as the
Proponent's proxy, requesting evidence that the Proponent is the beneficial
owner of the requisite number of shares of Verizon common stock (the "Request
Letter"). A copy of the Request Letter is attached as Exhibit B. On November 17,
2005, by way of follow-up, we left a message on Mr. Chevedden's answering
machine alerting him that we had not yet received the evidence requested by the
Request Letter. Verizon did not receive a response to the Request Letter. On
November 21, 2005, Verizon received by facsimile from a Mr. Kenneth Steiner a
shareholder proposal and accompanying statement that is identical to the
Proposal in every respect and also names Mr. Chevedden as proxy.
When the Proponent failed to provide documentary support of his beneficial
ownership within the requisite time period specified by Rule 14a-8(f)(1), we
initiated discussions with Mr. Chevedden to negotiate a withdrawal of the
proposal. Although we understood from Mr. Chevedden that the Proponent would be
willing to withdraw the Proposal, Verizon has not received any evidence of such
withdrawal to date and, thus, has no choice but to seek the Staff's concurrence
that it may omit the Proposal from its 2006 proxy materials.
The Staff has consistently held that Rule 14a-8(f) is to be read strictly and
that a failure to provide appropriate documentation within the requisite number
of days of receipt of a request from the company justifies omission from the
company's proxy materials. See Union Pacific Corporation (December 13, 1999);
Harrah's Entertainment, Inc. (November 10, 1999); The Walt Disney Company
(October 29, 1999); and Espey Mfg. & Electronics Corp. (October 18, 1999).
Verizon believes that the Proposal may be properly omitted from its 2006 proxy
materials under Rule 14a-8(f) because the Proponent failed to provide
documentary support of eligibility within 14 days of receipt of Verizon's
written request. Verizon respectfully requests the concurrence of the Staff that
it will not recommend enforcement action against Verizon if Verizon omits the
Proposal in its entirety from its 2006 proxy materials.
Kindly acknowledge receipt of this letter by stamping and returning the extra
enclosed copy of this letter in the enclosed self-addressed, stamped envelope.
If you have any questions with respect to this matter, please telephone me at
(908) 559-5636.
Very truly yours,
/s/
Mary Louise Weber
Assistant General Counsel
Enclosures
cc: Mr. William Steiner
Mr. John Chevedden
[INQUIRY LETTER]
William Steiner
112 Abbottsford Gate
Piermont, NY 10968
Mr. Ivan G. Seidenberg
Chairman
Verizon Communications Inc. (VZ)
1095 Avenue of the Americas Fl 38
New York NY 10036
Dear Mr. Seidenberg,
This Rule 14a-8 proposal is respectfully submitted in support of the long-term
performance of our company. This proposal is submitted for the next annual
shareholder meeting. Rule 14a-8 requirements are intended to be met including
the continuous 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 Rule 14a-8 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 in support of the long-term performance of our company.
Sincerely,
/s/
William Steiner
10/13/05 Date
cc: Marianne Drost
Corporate Secretary
Phone: 212 395-2121
Fax: 212 869-3265
Fax: 212-921-2971
Fax: 212-597-2542
[APPENDIX]
[November 2, 2005]
3Directors to be Elected by Majority Vote
Resolved: Directors to be Elected by Majority Vote. Shareholders request that
our Board of Directors initiate an appropriate process to amend our Company's
governance documents (charter or bylaws if practicable) to provide that director
nominees be elected or re-elected by the affirmative vote of the majority of
votes cast at an annual shareholder meeting.
William Steiner, 112 Abbottsford Gate, Piermont, NY 10968 submitted this
proposal.
This proposal requests that that a majority vote standard replace our Company's
current plurality vote. The new standard should provide that director nominees
must receive a majority of the votes cast in order to be elected or re-elected
to our Board.
To the fullest extent possible this proposal asks that our directors not make
any provision to override our shareholder vote and keep a director entrenched
who gets such a dismal vote from us on his or her performance or qualifications.
This proposal is not intended to unnecessarily limit our Board's judgment in
crafting the requested governance change. For instance, our Board should address
the status of incumbent directors who fail to receive a majority vote when
standing for election under a majority vote standard and whether a plurality
director election standard is appropriate in contested elections.
A Single Yes-Vote from 2.7 Billion Shares Now Elects a Director
I believe our directors can be complacent under our present system because our
typically unopposed directors often need but one vote per director from our 2.7
billion voting shares.
Fifty-four (54) shareholder proposals in 2005
Fifty-four (54) shareholder proposals on this topic won a significant 44%
average yes-vote in 2005 through late-September - especially good since this is
a "first run" topic. The Council of Institutional Investors www.cii.org, whose
members have $3 trillion invested, recommends adoption of this proposal topic.
Additionally The Council is sending letters asking the 1,500 largest U.S.
companies to comply with the Council's policy and adopt this topic.
Directors to be Elected by Majority Vote Yes on 3
[INQUIRY LETTER]
January 10, 2006
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Verizon Communications Inc. (VZ)
Shareholder Position on Company No-Action Request Rule 14a-8 Proposal:
Directors to be Elected by Majority Vote
Shareholder: William Steiner
Ladies and Gentlemen:
This is in response to the Verizon December 28, 2005 no action request regarding
Mr. William Steiner's proposal.
The following is evidence that the proposal has been withdrawn and that the
company has been notified:
From: J<olmsted7p@earthlink.net>
Date: Tue, 10 Jan 2006 20:55:43 -0800
To: Mary Louise Weber<mary.l.weber@verizon.com>
Subject: Mr. William Steiner's proposal (VZ)
Dear Ms. Weber,
This is to withdraw Mr. William Steiner's proposal for Directors to be Elected
by Majority Vote.
Sincerely,
John Chevedden
cc:
William Steiner
Thus it is believed that this matter is now moot.
Sincerely,
John Chevedden
cc:
William Steiner
Mary Louise Weber<mary.l.weber@verizon.com>
[INQUIRY LETTER]
January 12, 2006
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Verizon Communications Inc. 2006 Annual Meeting Shareholder Proposal of the
William Steiner
Ladies and Gentlemen:
This letter refers to Verizon Communications Inc.'s filing under Rule 14a-8 on
December 29, 2005, with respect to the shareholder proposal and supporting
statement submitted by Willliam Steiner for inclusion in the proxy materials to
be distributed by Verizon in connection with its 2006 annual meeting of
shareholders. Please be advised that the proponent has withdrawn the proposal. A
copy of the communication from John Chevedden, as proxy for the proponent in
connection with the proposal, withdrawing the proposal is enclosed herewith.
If you have any questions with respect to this matter, please telephone me at
(908) 559-5636.
Very truly yours,
/s/
Mary Louise Weber
Assistant General Counsel
Enclosures
cc: Mr. William Steiner
Mr. John Chevedden
[INQUIRY LETTER]
January 19, 2006
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Verizon Communications Inc. 2006 Annual Meeting Shareholder Proposal of the
William Steiner
Ladies and Gentlemen:
This letter supplements my previous letter to you dated January 12, 2006,
relating to the shareholder proposal and supporting statement submitted by
William Steiner for inclusion in the proxy materials to be distributed by
Verizon Communications Inc. ("Verizon") in connection with its 2006 annual
meeting of shareholders. As indicated in that letter, the proponent has
withdrawn the proposal. Accordingly, Verizon hereby withdraws its request for
no-action relief dated December 29, 2005, relating to that proposal.
If you have any questions with respect to this matter, please telephone me at
(908) 559-5636.
Very truly yours,
/s/
Mary Louise Weber
Assistant General Counsel
Enclosures
cc: Mr. William Steiner
Mr. John Chevedden
[STAFF REPLY LETTER]
January 19, 2006
Marie Louise Weber
Assistant General Counsel
Verizon Communications Inc.
VC54S440
One Verizon Way
Basking Ridge, NJ 07920
Re: Verizon Communications Inc.
Dear Ms. Weber:
This is in regard to your letters dated January 12, 2006 and January 19, 2006
concerning the shareholder proposal submitted by William Steiner for inclusion
in Verizon's proxy materials for its upcoming annual meeting of security
holders. Your letters indicate that the proponent has withdrawn the proposal,
and that Verizon therefore withdraws its December 28, 2005 request for a
no-action letter from the Division. Because the matter is now moot, we will have
no further comment.
Sincerely,
/s/
Mark F. Vilardo
Special Counsel
cc: John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
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