VERIZON COMMUNICATIONS INC

This proposal requests that Verizon’s Board publish a report explaining how the Board oversees material climate-related issues, including whether and how operational and supply-chain emissions are being aligned with Verizon’s existing climate-related goals. The requested report should disclose metrics and policies the Board monitors and provide forward-looking, quantitative strategies and key actions for achieving the company’s climate goals. The proposal notes concerns about reduced 2025 sustainability disclosure and highlights Scope 3 emissions and near-term targets such as a 40% reduction in Scope 3 emissions by 2035. It also suggests considering guidance from advisory groups, such as the Transition Plan Taskforce, when preparing the report.

This proposal asks Verizon’s Board to adopt a formal policy requiring that the roles of Board Chair and Chief Executive Officer be held by separate individuals, and that the Chair be an independent director whenever possible. The resolution allows for a temporary non-independent Chair while a search is conducted and recommends that the Chair should not be a former CEO. The supporting statement cites market surveys and proxy advisory guidance asserting that separating the roles strengthens independent oversight, reduces conflicts of interest, and improves governance, especially during leadership transitions. It requests the Board amend governing documents as necessary to implement the policy.

This proposal requests that Verizon’s Board commission and publish a report assessing the risks associated with incorporating ESG and DEI metrics into executive compensation plans. The proponents argue that such non-financial metrics can create a “dual mandate” that may divert focus from core financial performance and introduce legal, regulatory, and reputational risks. The supporting statement cites examples and third-party analyses alleging Verizon tied some incentives to diversity and emissions-related targets and asks for transparency on whether such metrics remain in place and how the Company evaluates related risks. The report should evaluate impacts on shareholder value, corporate reputation, and legal compliance, omitting proprietary information.