SEC Form 8-K filed by Verizon Communications Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: December 5, 2024

(Date of earliest event reported)

Verizon Communications Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 395-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 5, 2024, the Board of Directors of Verizon Communications Inc. (the Company) amended and restated the Company’s Bylaws (the Amended Bylaws), effective as of that date. The amendments (i) provide that a candidate for an office at an election may not serve as an inspector at such election, (ii) update certain information and representation requirements for stockholders submitting director nominations for inclusion in the Company’s proxy materials, and (iii) include certain other technical, clarifying and conforming changes.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3b hereto and is incorporated by reference herein. 

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.