Company Name: Verizon Communications Inc.
Public Availability Date: January 22, 2008Document Sections:INQUIRY LETTER
APPENDIX 1
APPENDIX 2
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 21, 2007
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Verizon Communications Inc. 2008 Annual Meeting Shareholder Proposal of C.
William Jones
Ladies and Gentlemen:
This letter is submitted on behalf of Verizon Communications Inc., a Delaware
corporation ("Verizon"), pursuant to Rule 14a-8(j) under the Securities Exchange
Act of 1934, as amended. Verizon has received a shareholder proposal and
supporting statement (the "Proposal") from C. William Jones (the "Proponent"),
for inclusion in the proxy materials to be distributed by Verizon in connection
with its 2008 annual meeting of shareholders (the "2008 proxy materials"). A
copy of the Proposal is attached as Exhibit A. For the reasons stated below,
Verizon intends to omit the Proposal from its 2008 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 as notice of Verizon's intent to omit the Proposal from Verizon's 2008
proxy materials.
I. Introduction.
The Proposal reads as follows:
RESOLVED, pursuant to Article VII, Section 7.06 of the Bylaws of Verizon
Communications Inc., the stockholders hereby amend the Bylaws to add the
following Section 3.09 to Article III:
Shareholder Advisory VoteThe board of directors shall include, as a voting item
printed in the proxy statement for each annual meeting of stockholders, an
advisory resolution proposing that stockholders approve or disapprove the
compensation of the named executive officers as set forth in the proxy
statement's Summary Compensation Table and the accompanying narrative disclosure
of material factors in the Compensation Committee Report. The board's proposal
shall make clear that the vote is advisory and will not abrogate any employment
agreement.
Verizon believes that the Proposal may be properly omitted from its 2008 proxy
materials (1) under Rule 14a-8(f) because the Proponent failed to meet the
requirements of Rule 14a-8(b); (2) under Rule 14a-8(i)(10) because Verizon has
substantially implemented the Proposal; and (3) under Rule 14a-8(i)(3) because
the Proposal is vague and indefinite and, thus, misleading in violation of Rule
14a-9.
Verizon respectfully requests the concurrence of the Staff of the Division of
Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") that it will not recommend enforcement action against Verizon if
Verizon omits the Proposal in its entirety from its 2008 proxy materials.
II. Bases for Excluding the Proposal.
A. The Proposal May be Excluded from the 2008 Proxy
Materials Pursuant to Rule 14a-8(f) Because the Proponent Failed to Supply
Documentary Support Evidencing Satisfaction of the Continuous Ownership
Requirements of Rule 14a-8(b)(1).
Rule 14a-8(b)(1) provides that, in order to be eligible to submit a proposal, a
shareholder must have continuously held at least $ 2,000 in market value, or 1%,
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. Under Rule 14a-8(f)(1), a company may exclude a shareholder proposal
if the proponent fails to provide evidence that it meets the eligibility
requirements of Rule 14a-8(b), provided that the company timely notifies the
proponent of the deficiency and the proponent fails to correct the deficiency
within the required time.
Verizon received the Proposal on October 4, 2007. The submission did not include
documentation establishing that the Proponent had met the eligibility
requirements of Rule 14a-8(b)(1). Instead, the Proponent stated in a letter
dated October 1, 2007, which accompanied the Proposal, that proof of his
continued ownership of Verizon stock in an amount in excess of $2,000 "is
available on request." After determining that the Proponent was not a
shareholder of record, in accordance with Rule 14a-8(f)(1) on October 8, 2007,
Verizon sent a letter to the Proponent via Federal Express (the "Notification
Letter") requesting a written statement from the record owner of the Proponent's
shares verifying that the Proponent beneficially owned the requisite number of
shares of Verizon stock continuously for at least one year prior to the date of
submission of the Proposal. The Notification Letter also advised the Proponent
that such written statement had to be submitted to Verizon within 14 days of the
Proponent's receipt of such letter. As suggested in Section G.3 of Division of
Corporation Finance: Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB No. 14")
relating to eligibility and procedural issues, the Notification Letter included
a copy of Rule 14a-8. Verizon received confirmation from Federal Express that
the Notification Letter was delivered to the Proponent's residence on October 9,
2007. A copy of the Notification Letter is attached as Exhibit B to this letter.
On October 12, 2007, the Proponent faxed to Verizon a letter dated October 9,
2007 (the "Response Letter") from Merrill Lynch ("Merrill"), stating that it
"holds 120.0692 shares of Verizon Communications, Inc. common stock in the name
of C. William Jones." The Response Letter further states: "Mr. Jones has been a
shareholder of Verizon Communications (formerly Bell Atlantic & NYNEX) since
January 18, 1996." A copy of the Response Letter is attached as Exhibit C to
this letter.
Although the Response Letter was timely sent to Verizon, it fails to satisfy the
requirements of Rule 14a-8(b). Pursuant to such Rule, the Proponent was required
to submit a written statement from the record holder of his shares, verifying
his continuous ownership of at least $2,000 of Verizon shares from October 4,
2006 through October 4, 2007. In the Response Letter, Merrill does not make any
such statement. Instead, as noted above, Merrill merely indicates (1) how many
shares Mr. Jones owned on October 9, 2007 (five days after the date of the
submission) and (2) that Mr. Jones has been "a shareholder of Verizon
Communications (formerly Bell Atlantic & NYNEX) since January 18, 1996." These
two statements, taken together, do not verify continuous ownership of at least
$2,000 of Verizon stock from October 4, 2006 through October 4, 2007. In fact,
the Response Letter provides no statement as to the number or value of Verizon
shares owned by the Proponent at any time other than on the date of the Response
Letter, October 9, 2007.
In Section C.1.c. (2) of SLB No. 14, the Staff illustrates the requirement for
specific verification of continuous ownership with the following example:
(2) Do a shareholder's monthly, quarterly or other periodic investment
statements demonstrate sufficiently continuous ownership of the securities?
No. A shareholder must submit an affirmative written statement from the record
holder of his or her securities that specifically verifies that the shareholder
owned the securities continuously for a period of one year as of the time of
submitting the proposal. [emphasis in original]
A monthly, quarterly or other periodic investment statement is insufficient
evidence because it only verifies ownership of securities at the beginning and
end of the statement period, but does not verify continuous ownership of the
securities during the statement period or during any period. The defect in the
Response Letter is analogous to the defect inherent in an account statement. The
Response Letter confirms that the Proponent owned the requisite number of
Verizon shares on a date five days after the date of the submission and has held
at least one Verizon share since 1996, but does not specifically verify that the
Proponent continuously owned the requisite number of shares for the period of
one year prior to the date of his submission.
The Staff has consistently taken the position that if a proponent does not
provide documentary support sufficiently evidencing that it has satisfied the
continuous ownership requirement for the one-year period specified by Rule
14a-8(b), the proposal may be excluded under Rule 14a-8(f). See, e.g., General
Motors Corporation (April 5, 2007) (account summary insufficient verification of
continuous ownership); Yahoo! Inc. (March 29, 2007) (broker's letter did not
specifically verify continuous ownership); The Home Depot, Inc. (February 5,
2007) (broker's letter verifying ownership "for the past year" was insufficient
to provide proof of ownership for requisite period); General Electric Company
(January 16, 2007) (brokerage statement insufficient); and International
Business Machines Corporation (November 16, 2006) (broker's letter dated before
date of submission did not verify continuous ownership for requisite period).
While Rule 14a-8(f) requires a company receiving a proposal to notify the
proponent of any procedural or eligibility deficiencies, it does not require a
second notification if the response to the first notification was deficient. Any
further verification the Proponent might now submit would be untimely under the
Commission's rules. Therefore, Verizon believes that the Proposal is excludable
pursuant to Rule 14a-8(f) because the Proponent failed to remedy the eligibility
deficiency on a timely basis after notification by Verizon.
B. The Proposal May be Excluded Under Rule
14a-8(i)(10) Because Verizon Has Substantially Implemented the Proposal.
Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if the
company has already substantially implemented the proposal. As publicly
announced in a press release issued November 1, 2007, a copy of which is
attached as Exhibit D, and as disclosed on Verizon's website, Verizon's Board of
Directors recently amended Verizon's Corporate Governance Guidelines to include
the following policy with respect to a shareholder advisory vote relating to
executive compensation (the "Verizon Policy"):
Effective with the Corporation's 2009 Annual Meeting of Shareholders, a
management proposal related to executive compensation in the form approved by
the Board of Directors will be submitted annually to shareholders for a
non-binding vote.
The Verizon Policy substantially implements the request of the Proposal. Both
the Verizon Policy and the Proposal provide that, beginning with the Company's
2009 annual meeting of shareholders, Verizon will annually include on the ballot
a non-binding advisory vote relating to executive compensation.
The "substantially implemented" standard reflects the Staff's interpretation of
the predecessor rule (allowing omission of a proposal that was "moot") that a
proposal need not be "fully effected" by the company to meet the mootness test
so long as it was "substantially implemented." See SEC Release No. 34-20091
(August 16, 1983). The Staff has stated that "a determination that the company
has substantially implemented the proposal depends upon whether its particular
policies, practices and procedures compare favorably with the guidelines of the
proposal." Texaco, Inc. (March 28, 1991). See also, Nordstrom Inc. (February 8,
1995) (proposal that company commit to code of conduct for overseas suppliers
was substantially implemented by existing company guidelines, even though
guidelines did not commit company to conduct regular or random inspections to
ensure compliance).
Verizon believes that it has substantially implemented the Proposal because the
Verizon Policy satisfactorily addresses the underlying objective of the
Proposal; namely, to include on the ballot an annual advisory shareholder vote
related to executive compensation. The fact that the Verizon Policy is contained
in its Corporate Governance Guidelines and not in its Bylaws does not alter the
conclusion that Verizon has substantially implemented the Proposal. The
obligation to include an advisory shareholder vote related to executive
compensation on the ballot at each annual meeting beginning in 2009 is an
obligation regardless of whether it is contained in the Corporate Governance
Guidelines or the Bylaws. Moreove, many Commission rules recognize that
significant corporate governance principles may be implemented by means other
than a company's bylaws or certificate of incorporation. For example, item 406
of Regulation S-K requires a registrant to disclose whether it has adopted a
code of ethics applicable to specified executive officers and to either file the
code with the Commission, post it on the registrant's website or undertake to
provide a copy upon request. The instruction to this Item states:
"Furthermore, a code of ethics within the meaning of paragraph (b) of this Item
may be a portion of a broader document that addresses additional topics or that
applies to more persons than those specified in paragraph (a). In satisfying the
requirements of paragraph (c), a registrant need only file, post or provide the
portions of a broader document..."
In a similar vein, Item 402(a)(2) of Regulation S-K requires a registrant to
disclose and either file or post on its website its policies on director
independence. Had the Commission expected the code of ethics and director
independence policies to be contained a registrant's bylaws, it would not have
included the specific filing requirement. To do so would be redundant, since a
registrant is already required to file its bylaws as an exhibit to its annual
report on Form 10-K. Likewise, the significance of Board committee charters is
recognized under Item 7(d) of Schedule 14A and Item 407 of Regulation S-K (in
each case related to disclosure of nominating, audit and compensation committee
charters.)
The fact that under the Verizon Policy the Board reserves the right to approve
the form of the resolution to be voted on annually by shareholders does not mean
that the Proposal has not been substantially implemented under Rule
14a-8(i)(10). Under the Proposal, the Board also has the right to frame the
annual advisory resolution, because the Bylaw amendment does not prescribe the
words of such resolution. Staff no-action letters have established that a
company need not comply with every detail of a proposal in order to exclude it
under Rule 14a-8(i)(10). See ConAgra Foods, Inc. (July 3, 2006), Honeywell
International Inc. (February 21, 2006), Raytheon Company (January 25, 2006)
where, in each instance, the Staff permitted exclusion of a proposal requesting
a sustainability report because the company had posted an equivalent report or
other information on its website that addressed the company's policies,
practices and performance in the areas suggested by the proposal. See, also,
Masco Corporation (March 29, 1999) (permitting exclusion because the company
adopted a version of the proposal with slight modification and a clarification
as to one of its terms). Proposals have been considered "substantially
implemented" where the company has implemented part but not all of a
multi-faceted proposal. See Columbia/HCA Healthcare Corp. (February 18, 1998)
(permitting exclusion of proposal after company took steps to partially
implement three of four actions requested by the proposal). As discussed in
further detail in Section III below, the Bylaw amendment contained in the
Proposal is inherently defective, because it requires a vote by shareholders on
something that does not exist; namely, the "narrative disclosure of material
factors in the Compensation Committee Report." It is precisely to avoid this
sort of pitfallrendering a resolution confusing or meaninglessthat the Board
reserved the right to approve the form of the advisory shareholder resolution
relating to executive compensation that will appear on the ballot beginning in
2009.
For the foregoing reasons, Verizon believes that the Verizon Proposal
substantially implements the Proposal within the meaning of Rule 14a-8(i)(10)
and, accordingly, Verizon may properly exclude the Proposal from its 2007 proxy
materials.
C. The Proposal May be Excluded Under Rule 14a-8(i)(3)
Because It is Impermissibly Vague and Indefinite and, thus, Misleading In
Violation of Rule 14a-9
Verizon also believes that the Proposal may be properly excluded under Rule
14a-8(i)(3). Rule 14a-8(i)(3) permits a company to omit a shareholder proposal
and the related supporting statement from its proxy materials if such "proposal
or 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." The Staff has stated that a proposal
will violate Rule 14a-8(i)(3) when "the resolution contained in the proposal is
so inherently vague or indefinite that neither the stockholders 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." Division of Corporation Finance Staff Legal Bulletin No.
14B (September 15, 2004).
The Proposal requests that the shareholders adopt an amendment to Verizon's
Bylaws that requires the Board to "include, as a voting item printed in the
proxy statement for each annual meeting of stockholders, an advisory resolution
proposing that stockholders approve or disapprove the compensation of the named
executive officers as set forth in the proxy statement's Summary Compensation
Table and the accompanying narrative disclosure of material factors in the
Compensation Committee Report." While, as indicated in the second paragraph of
the Supporting Statement, the Proposal purports to give the shareholders a
non-binding advisory vote on Verizon's executive "pay practices," the Bylaw
amendment contained in the resolution does not necessarily give shareholders
such a vote. In fact, the wording of the Bylaw amendment is so vague and
indefinite that it is unclear what the Board would be required to include on the
ballot as a voting item. The Bylaw amendment specifies that the vote shall be on
the compensation of the named executive officers "as set forth in the proxy
statement's Summary Compensation Table and the accompanying narrative disclosure
of material factors in the Compensation Committee Report." However, the
Compensation Committee Report, which is mandated by Item 407(e)(5) of Regulation
S-K, does not contain a "disclosure of material factors" but merely certifies
that the Board's compensation committee has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management and recommended to the Board that it be included in the proxy
statement. Verizon believes that this defect in the description of the subject
matter of the vote renders the Proposal materially false and misleading in
violation of Rule 14a-9.
Exclusion of the Proposal under Rule 14a-8(i)(3) is consistent with the Staffs
position in Sara Lee Corp. (September 11, 2006). See also PG&E Corporation
(January 30, 2007); Allegheny Energy, Inc. (January 30, 2007); Johnson & Johnson
(January 31, 2007); Burlington Northern Santa Fe Corporation (January 31, 2007);
WellPoint, Inc. (February 12, 2007); Safeway Inc. (February 14, 2007); and
Entergy Corporation (February 14, 2007). In each of these instances, the Staff
found that a proposal requesting that the company's shareholders be given the
opportunity to vote at each annual meeting on an advisory management resolution
to approve the report of the Compensation Committee Report was materially false
and misleading under Rule 14a-9. The Staff afforded the proponent of the Sara
Lee proposal the opportunity to revise the resolution to eliminate the
misleading reference to the Compensation Committee Report because the
requirements for that report were changed after the proposal was submitted.
However, the Staff did not permit revisions of proposals with a similar defect
that were submitted after the rule change became effective. The Proponent
submitted the Proposal to Verizon more than a year after the adoption and public
release by the Commission of the new rules regarding executive compensation
disclosure. Verizon believes that the Proposal is excludable under Rule
14a-8(i)(3) because it is materially false and misleading, and the Staff should
not permit its revision.
III. Conclusion.
Verizon believes that the Proposal may be omitted from its 2008 proxy materials
(1) under Rule 14a-8(f) because the Proponent failed to meet the requirements of
Rule 14a-8(b); (2) under Rule 14a-8(i)(10) because Verizon has substantially
implemented the Proposal; and (3) under Rule 14a-8(i)(3) because the Proposal is
vague and indefinite and, thus, materially misleading in violation of Rule
14a-9. Accordingly, 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 Verizon's 2008 proxy materials.
Verizon requests that the Staff fax a copy of its determination of this matter
to the undersigned at (908) 696-2068 and to the Proponent at (410) 770-9485.
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: C. William Jones
7055 Thomas Lane
Easton, MD 21601
[APPENDIX 1]
EXHIBIT "A"
October 1, 2007
Marianne Drost, Esq.
Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
140 West Street, 29th floor
New York, NY 10007
Dear Ms. Drost:
I hereby resubmit the attached stockholder proposal for inclusion in the
Company's next proxy statement, as permitted under Securities and Exchange
Commission Rule 14a-8. I intend to present this proposal at the Company's 2008
annual meeting.
My resolution, attached to this letter, proposes an amendment to the Company's
Bylaws directing the board of directors to include, as a voting item printed in
the proxy statement for each annual meeting of stockholders, an advisory
resolution proposing that stockholders approve or disapprove the compensation of
the named executive officers.
As you know, a precatory version of this proposal was approved by 50.18% of the
shares voting at this year's annual meeting. I subsequently wrote requesting
that the Board respect the decision of the Company's owners in this matter.
Since the Board has refused to act, I see no alternative except to resubmit the
proposal as a bylaw amendment.
I have continuously held the requisite number of shares of common stock for more
than one year. I intend to maintain this ownership position through the date of
the 2008 Annual Meeting. I will introduce and speak for the resolution at the
Company's 2008 Annual Meeting. Proof of my continued ownership of Verizon stock
valued at substantially more than $2,000 is available on request.
Thank you in advance for including my proposal in the Company's next definitive
proxy statement. If you need any further information, please do not hesitate to
contact me.
Sincerely yours,
/s/
C. William Jones
Enclosure
[APPENDIX 2]
Shareholder Advisory Vote on Executive Compensation
C. William Jones, 7055 Thomas Lane, Easton, MD 21601, the owner of 119 shares of
the Company's common stock, proposes the following shareholder resolution for
inclusion in the Company's proxy statement for the 2008 Annual Meeting.
PROPOSAL
RESOLVED, pursuant to Article VII, Section 7.06 of the Bylaws of Verizon
Communications Inc., the stockholders hereby amend the Bylaws to add the
following Section 3.09 to Article III:
Shareholder Advisory VoteThe board of directors shall include, as a voting item
printed in the proxy statement for each annual meeting of stockholders, an
advisory resolution proposing that stockholders approve or disapprove the
compensation of the named executive officers as set forth in the proxy
statement's Summary Compensation Table and the accompanying narrative disclosure
of material factors in the Compensation Committee Report. The board's proposal
shall make clear that the vote is advisory and will not abrogate any employment
agreement.
SUPPORTING STATEMENT
A non-binding version of this proposal was approved by a majority of the shares
voting at last year's Annual Meeting. Unfortunately, our Board has not acted on
the expressed will of the shareholders, and so we have resubmitted the proposal
for your consideration.
We continue to believe that the current rules governing executive compensation
do not give shareholders sufficient influence over pay practices - nor do they
give the Board adequate feedback from the owners of the company.
We believe that an annual advisory vote is particularly appropriate at Verizon.
For the second consecutive year, a study by the Corporate Library singled out
Verizon as one of 12 "Pay for Failure companies" that exhibit the worst
combination of excessive CEO pay and negative shareholder returns over the most
recent five-year period. ("Pay for Failure II: The Compensation Committees
Responsible," May 2007).
The study notes that over the five fiscal years through 2006, CEO Ivan
Seidenberg received $68.6 million in compensation, while total shareholder
return was negative 5%.
The Corporate Library's analysis concludes that the Company's long-term
incentive plan, based on Performance Stock Units (PSUs)," is still badly flawed
because it will pay out at the rate of 21.25% [of maximum value] if the company
scrapes its way to the lower quartile." relative to its peers.
Indeed, last year's proxy disclosed that although Verizon "ranked in the 32\nd/
percentile in terms of TSR [total shareholder return] compared to ... the S&P
500 Index," the PSUs paid out at 41% of their maximum value. As I stated at last
year's Annual Meeting, this forgiving performance policy is what golfers call a
"gimme."
The New York Times, in a 2006 report on the disparity between pay and
performance at Verizon, quoted an independent compensation consultant concerning
Seidenberg's executive pension accumulations. "They've [Verizon] put in almost
$6 million in four years ... that goes beyond holy cow," he said. "I look at
this in the context of all the retrenchment Verizon has made in retiree benefits
and medical for the rank-and-file guys." ("Outside Advice on Boss's Pay May Not
Be So Independent," April 10, 2006).
The advisory vote proposed here is similar to the nonbinding shareholder vote
required in other countries, including the U.K., Australia, Sweden, and the
Netherlands (which requires a binding shareholder vote).
Please vote FOR this proposal.
[INQUIRY LETTER]
January 4, 2008
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Verizon Communications Inc. Supplement to Lottor Dated December 21, 2007
Relating to Shareholder Proposal of C. William Jones
Ladies and Gentlemen:
I refer to my letter dated December 21, 2007 (the "December 21 Letter"),
pursuant to which Verizon Communications inc. ("Verizon") requested that the
Staff of the Division of Corporation Finance (the "Staff") of the Securities and
Exchange Commission concur with Verizon's view that the shareholder proposal and
supporting statement (collectively, the "Proposal") submitted by C. William
Jones (the "Proponent") may properly be omitted from the proxy materials to be
distributed by Verizon in connection with its 2008 annual meeting of
shareholders (the "2008 proxy materials"). This letter supplements the December
21 Letter in order to provide the Staff with additional relevant correspondence
received from the Proponent subsequent to the December 21 Letter. In accordance
with Rule 14a-8(j), a copy of this letter is also being sent to the Proponent.
Subsequent to the submission of the December 21 Letter, Verizon received
correspondence from the Proponent via email on December 27, 2007 (the "December
27 email") stating the Proponent's position in response to Section II.A of the
December 21 letter. A copy of the December 27 email is attached as Exhibit A. On
January 2, 2008, Verizon received additional correspondence from the Proponent
via email (the "January 2 email") attaching a letter from Merrill Lynch dated
October 9, 2007 (the "Merrill Lynch Attachment") relating to the Proponent's
ownership of Verizon stock. A copy of the January 2 email, together with the
Merrill Lynch Attachment, is attached as Exhibit B.
Verizon believes that the Merrill Lynch Attachment is an acknowledgement on the
part of the Proponent that he did not timely furnish a proper letter in response
to Verizon's letter dated October 8, 2007 requesting proof of eligibility, a
copy of which is attached as Exhibit B to the December 21 Letter (the
"Notification Letter"). Regardless of the facial date of the Merrill Lynch
Attachment, it was not provided by the Proponent until January 2, 2008 and thus,
in non-compliance with Rule 14a-8(f)(1), was not mailed or electronically
transmitted to Verizon within 14 days of the Proponent's receipt of the
Notification Letter.
In the interest of complete clarity, the sequence of the correspondence referred
to in the December 21 letter and in this letter is summarized below. |[NCCDEF]
|[UCA1] |[TDC4,M'December 27, 2007',QL] |[TCC4,MP1,QL] |[XT] |[ST]|[TX]|[LC10]|[RS2]Date
|[TA]Correspondence |[ST]|[RS4]|[TVU]|[LC5]October 4, 2007 |[TA]Verizon receives
the Proposal from the Proponent with no documentation establishing that the
Proponent meets the eligibility requirements of Rule 14a-8(b)(1). |[ST]|[TVU]|[LC5]October
8, 2007 |[TA]Verizon sends the Proponent by Federal Express the Notification
Letter pursuant to Rule 14a-8(f)(1). |[ST]|[TVU]|[LC5]October 12, 2007 |[TA]The
Proponent faxes to Verizon a letter from Merrill Lynch dated October 9, 2007
which fails to establish the Proponent's continuous ownership of Verizon stock
in an amount in excess of $2000 for at least one year prior to the date the
Proponent submitted the Proposal. |[ST]|[TVU]|[LC5]December 21, 2007 |[TA]Verizon
submits its no action request to the Staff of the SEC. |[ST]|[TVU]|[LC5]December
27, 2007 |[TA]Verizon receives from the Proponent the December 27 email. |[ST]|[TVU]|[LC5]January
2, 2008 |[TA]Verizon receives from the Proponent the January 2 emall with a
second letter from Merrill Lynch, also dated October 9, 2007, attached to the
email. |[ET]
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 General Motors Corporation (March 21, 2006); H.J.
Heinz Company (May 23, 2006); American International Group (March 15, 2006); The
Mills Corporation (March 15, 2005); Nabors Industries Ltd. (March 8, 2005);
Sterling Capital Corporation (February 25, 2004); Merrill Lynch & Co., Inc.
(January 27, 2003); and The Allstate Corporation (February 5, 2001), The
Proponent did not provide appropriate documentation within 14 days of receipt of
Verizon's written request (i.e., the Notification Letter).
Verizon requests that the Staff fax a copy of its determination of this matter
to the undersigned at (908) 696-2068 and to the Proponent at (410) 770-9513.
Please note that the Proponent's fax number is a correction to the number
provided in the December 21 Letter.
Kindly acknowledge receipt of this letter by stamping and returning the extra
enclosed copy of this letter in the enclosed self-addressed 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. C. William Jones
7055 Thomas Lane
Easton, MD 21601
[INQUIRY LETTER]
January 21, 2008
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Verizon Communications Inc. Supplement to Letter Dated December 21, 2007
Relating to Shareholder Proposal of C. William Jones
Ladies and Gentlemen:
I refer to my letter dated December 21, 2007, pursuant to which Verizon
Communications Inc. ("Verizon") requested that the Staff of the Division of
Corporation Finance of the Securities and Exchange Commission concur with
Verizon's view that the shareholder proposal and supporting statement
(collectively, the "Proposal") submitted by C. William Jones (the "Proponent")
may be properly omitted from the proxy materials to be distributed by Verizon in
connection with its 2008 annual meeting of shareholders.
As indicated in the Proponent's letter dated January 17, 2008, attached hereto
as Exhibit A, the Proponent has withdrawn the Proposal. Accordingly, Verizon
hereby withdraws it request for no action relief relating to the 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: C. William Jones
[STAFF REPLY LETTER]
January 22, 2008
Mary Louise Weber
Assistant General Counsel
Verizon Communications Inc.
One Verizon Way, Rm VC54S440
Basking Ridge, NJ 07920
Re: Verizon Communications Inc.
Dear Ms. Weber:
This is in regard to your letter dated January 21, 2008 concerning the
shareholder proposal submitted by C. William Jones for inclusion in Verizon's
proxy materials for its upcoming annual meeting of security holders. Your letter
indicates that the proponent has withdrawn the proposal, and that Verizon
therefore withdraws its December 21, 2007 request for a no-action letter from
the Division. Because the matter is now moot, we will have no further comment,
Sincerely,
/s/
William A. Hines
Special Counsel
cc: C. William Jones
7055 Thomas Lane
Easton, MD 21601 |
