proxy statement > Shareholder Proposals

Item 6 on Proxy Card:
The International Brotherhood of Electrical Workers’ Pension Benefit Fund, 1125 Fifteenth Street, N.W., Washington, DC 20005, owner of 141,550 shares of the Company’s common stock, proposes the following:

RESOLVED: The shareholders of Verizon Corporation (“Company”) urge the Board of Directors to amend the Company’s by laws, effective upon the expiration of current employment contracts, to require that an independent director — as defined by the rules of the New York Stock Exchange (“NYSE”) — be its Chairman of the Board of Directors.

SUPPORTING STATEMENT: The recent wave of corporate scandals at such companies as Enron, WorldCom and Tyco has resulted in renewed emphasis on the importance of independent directors. For example, both the NYSE and the NASDAQ have adopted rules that would require corporations that wish to be traded on them to have a majority of independent directors.

Unfortunately, having a majority of independent directors alone is clearly not enough to prevent the type of scandals that have afflicted Enron, WorldCom and Tyco. All of these corporations had a majority of independent directors on their boards when the scandals occurred.

All of these corporations also had a Chairman of the Board who was also an insider, usually the Chief Executive Officer (“CEO”), or a former CEO, or some other officer. We believe, that no matter how many independent directors there are on a board, that board is less likely to protect shareholder interests by providing independent oversight of the officers if the Chairman of that Board is also the CEO, former CEO or some other officer of the company.

We respectfully urge the board of our Company to dramatically change its corporate governance structure and the public’s perception of it by having an independent director, as defined by the NYSE, serve as its Chairman.

BOARD OF DIRECTORS’ POSITION
The Board of Directors believes that it is in the best interests of the Company and its shareholders for the Board to have the flexibility to determine the best director to serve as Chairman of the Board, whether such director is an independent director or the Chief Executive Officer. At the present time, the Board believes that the Company and its shareholders are best served by having the Chief Executive Officer also serve as Chairman of the Board. While the Board may separate these positions in the future should circumstances change, it believes that implementing the proposal would deprive the Board of its ability to organize its functions and conduct its business in the most efficient and effective manner.

In its ongoing commitment to high standards of corporate governance, Verizon has revised its Corporate Governance Guidelines to provide that an independent director will preside at executive sessions and meetings of the Board where the Chairman is not present. The Chair of the committee having jurisdiction over the subject matter to be discussed will preside over the executive session or meeting, and, otherwise, the committee Chairs will preside on a rotating basis. The presiding director serves as liaison between the Chairman and the independent directors with respect to the executive session or meeting and will approve the schedule and agenda. The responsibilities of independent directors with respect to the governance of the Board, including approval of agendas and meeting schedules, are more fully described in this Proxy Statement under the heading, “Structure and Practices of the Board of Directors — Meetings of the Board, Executive Sessions and Presiding Director.”

The Board believes that the Company’s corporate governance structure, with its emphasis on independence and a rotating presiding director, makes it unnecessary to have an absolute requirement that the Chairman be an independent director. The Board believes that adopting such a rule would only limit the Board’s ability to select the director it believes best suited to serve as Chairman of the Board, and is not in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.

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* This is an interactive electronic version of Verizon’s 2004 Annual Report to Shareholders, and it is intended to be complete and accurate. The contents of this version are qualified in their entirety by reference to the printed version. A reproduction of the printed version is available in PDF format on this website