Verizon Communications Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$VZ
Telecommunications Equipment
Public Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 18, 2025
(Date of earliest event reported)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2025, the Human Resources Committee of the Board of Directors of Verizon Communications Inc. (Verizon) recommended, and the Board of Directors approved, an increase to the annual target long term incentive opportunity for its Chairman and Chief Executive Officer, Hans Vestberg, based on its assessment of the market competitiveness of his total compensation opportunity, his tenure and his experience. Mr. Vestberg’s target 2025 long term incentive opportunity increased from $18,000,000 to $25,000,000, and consistent with Mr. Vestberg's prior annual long-term incentive awards, the award is comprised of 67% performance stock units (PSUs) and 33% restricted stock units (RSUs). The PSUs and RSUs are subject to the same terms and conditions as the PSUs and RSUs granted to the other senior executives, which is consistent with prior year long-term incentive awards.
Item 7.01. Regulation FD Disclosure.
As previously disclosed, in the first quarter of 2025, Verizon reclassified recurring device protection and insurance related plan revenues from Other revenue into Wireless service revenue. In addition, beginning in the first quarter of 2025, Verizon will no longer count the impacts of the second number offering in calculating wireless retail postpaid phone net additions, wireless retail postpaid phone churn and other phone metrics.
As a convenience to investors, in Exhibit 99.1 to this report we are providing certain unaudited historical financial and operating information reflecting these changes.
The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01. Financial Statements and Exhibits
| (d) Exhibits. | ||||||||
| Exhibit Number | Description | |||||||
Selected historical financial and operating information. | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |||||||
SIGNATURE
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.
| Verizon Communications Inc. | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | March 19, 2025 | /s/ Mary-Lee Stillwell | ||||||||||||||||||
| Mary-Lee Stillwell | ||||||||||||||||||||
| Senior Vice President and Controller | ||||||||||||||||||||