VZ: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Verizon Communications Inc. (“Verizon”) held on May 21, 2026, the shareholders approved the 2026 Verizon Communications Inc. Long-Term Incentive Plan (the “Plan”). The Plan became effective immediately upon shareholder approval. The Plan is described in Item 3 of Verizon’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed as Appendix B to the Proxy Statement and is incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting held on May 21, 2026, the following items were submitted to a vote of shareholders. The number of shares of common stock present at the meeting was 3,456,536,338 or 82.67% of the shares of common stock outstanding on March 23, 2026, the record date for the meeting. (a) The following nominees were elected to serve on the Board of Directors: Name of Nominee Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Shellye Archambeau 2,524,606,864 241,503,441 12,468,983 677,949,077 Roxanne Austin 2,645,915,892 119,051,679 13,612,149 677,949,077 Mark Bertolini 2,580,152,353 185,875,873 12,551,852 677,949,077 Vittorio Colao 2,682,372,569 83,383,443 12,823,276 677,949,077 Caroline Litchfield 2,682,136,021 81,478,887 14,964,653 677,949,077 Jennifer Mann 2,722,259