|
Your vote is very important. You can vote your shares
at the Annual Meeting if you are present in person or represented
by proxy. You may revoke your proxy at any time before the
Annual Meeting by delivering written notice to the Corporate
Secretary, by submitting a proxy bearing a later date or by
appearing in person and casting a ballot at the Annual Meeting.
Who can vote? Shareholders of record as of the close
of business on March 6, 2006 (also referred to as the Record
Date) are entitled to vote. On that date, approximately 2.9
billion shares of common stock were outstanding and eligible
to vote. Each share is entitled to one vote on each matter
presented at the Annual Meeting.
How do I vote? You may vote in person at the Annual
Meeting or you may vote by proxy without attending the Meeting.
If you are a registered shareholder, you may vote your shares
by giving a proxy via mail, telephone or Internet. To vote
your proxy by mail, indicate your voting choices, sign and
date your proxy card and return it in the postage-paid envelope
provided. You may vote by telephone or Internet by following
the instructions on your proxy card. If you hold your shares
through a broker, bank or other nominee, that institution
will send you separate instructions describing the procedure
for voting your shares.
What shares are represented by the proxy card? The
proxy card represents all the shares registered in your name
as of March 6, 2006. If you participate in the Verizon Communications
Direct Invest Plan, the card also represents any full shares
held in your account. If you are an employee who participates
in a Verizon employee savings plan and you also hold shares
in your own name, you will receive a single proxy card that
includes the plan shares attributable to the units that you
hold in the plan, and the shares registered in your name.
Your proxy card or proxy submitted by telephone or Internet
will serve as voting instructions to the plan trustee.
How does the Proxy Committee vote my shares? If you
provide a properly executed proxy before voting at the Annual
Meeting is closed, the Proxy Committee will vote the proxy
in accordance with your directions. If you do not indicate
how your shares are to be voted, the Proxy Committee will
vote your shares as recommended by the Board of Directors.
The Proxy Committee will also have the discretionary authority
to vote on your behalf on any other matter that is properly
brought before the Annual Meeting. If you wish to give a proxy
to someone other than the Proxy Committee, please cross out
the names of the Proxy Committee and add the name of the person
holding your proxy.
How are votes counted? If we receive a valid proxy
before voting at the Annual Meeting is closed, your shares
are voted as indicated on the proxy card. If you indicate
on your proxy card that you wish to abstain or
withhold, as the case may be, from voting on an
item, your shares will not be voted on that item. Abstentions
or withhold votes are not counted in determining the number
of shares voted with respect to any nominee for Director or
any management or shareholder proposal, but will be counted
to determine whether there is a quorum present.
If you do not provide voting instructions to your broker
or nominee at least ten days before the Annual Meeting, that
person has discretion to vote your shares on matters that
the New York Stock Exchange has determined are routine. However,
a nominee cannot vote shares on non-routine matters without
your instructions, and this is referred to as a "broker
non-vote." Broker non-votes are only counted in determining
whether a quorum is present.
If you are an employee who participates in a Verizon employee
savings plan and you do not return a proxy card or otherwise
give voting instructions for the plan shares, the trustee
of your plan will vote those shares in the same proportion
as the shares for which the trustee receives voting instructions
from other participants in that plan. To allow sufficient
time for the savings plan trustees to tabulate the vote of
the plan shares, we must receive your proxy voting instructions
by May 1, 2006.
What vote is required? The Annual Meeting cannot conduct
business unless a quorum is present. In order to have a quorum,
a majority of the shares of Verizon common stock that are
outstanding and entitled to vote at the meeting must be represented
in person or by proxy. If a quorum is not present, the Annual
Meeting will be rescheduled for a later date.
Directors are elected by a plurality of the votes cast. The
management and shareholder proposals described in the Proxy
Statement must be approved by a majority of the votes cast.
Any shares not voted (whether by abstention, broker non-vote
or otherwise) will have no effect on the outcome.
Who will tabulate the vote? The Companys transfer
agent, Computershare Trust Company, N.A., will tally the vote,
and the independent inspectors of election will certify the
results.
Is my vote confidential? It is the Companys
policy to maintain the confidentiality of proxy cards, ballots
and voting tabulations that identify individual shareholders,
except where disclosure is mandated by law and in other limited
circumstances.
Who is the Companys proxy solicitor? Georgeson
Shareholder Communications Inc. has been retained by the Company
to assist in the distribution of proxy materials and solicitation
of votes for a base fee of $17,500, plus reimbursable expenses
and custodial charges.
Where can I find the voting results of the Annual Meeting?
Voting results will be available on our website at www.verizon.com/investor
and will be included in the Companys Form 10-Q for the
second quarter which will be filed with the Securities and
Exchange Commission in August 2006.
How may I request an electronic set of proxy materials?
To sign up for electronic delivery of future proxy materials,
go to www.verizon.equiserve.com.
You may also sign up when you vote by Internet at www.computershare.com/us/proxy
and follow the instructions. Once you sign up, you will no
longer receive a printed copy of the proxy materials, unless
you request one. Each year you will receive an e-mail explaining
how to access the proxy materials on-line as well as how to
vote your shares on-line. You may suspend electronic delivery
of the proxy materials at any time by contacting Computershare
Trust Company, N.A (by telephone at 1-800-631-2355 or in writing
at P.O. Box 43005, Providence, Rhode Island 02940-3005).
Why did I receive only one set of proxy materials when
there are several shareholders at my address? We have
adopted a procedure approved by the Securities and Exchange
Commission called householding. Under this procedure,
eligible shareholders who share a single address receive only
one copy of the Annual Report and Proxy Statement at their
household unless we receive notice that they wish to continue
to receive individual copies. This procedure does not apply
to shareholders who have signed up for electronic delivery
of proxy materials.
How may I request a single set of proxy materials for
my household? Contact Computershare Trust Company, N.A.
(by telephone at 1-800-631-2355 or in writing at P.O. Box
43005, Providence, Rhode Island 02940-3005) and you will receive
a single copy of the Annual Report and Proxy Statement each
year, beginning 30 days after receipt of your instructions.
If you hold your shares through a broker, bank or other nominee,
you can contact your broker, bank or nominee to request a
single set of proxy materials.
What if I have questions about my stock account, dividends,
how to transfer my shares or similar matters? Please contact
Verizons transfer agent, Computershare Trust Company,
N.A. (by telephone at 1-800-631-2355 or in writing at P.O.
Box 43005, Providence, Rhode Island 02940-3005) with questions
concerning stock certificates, dividend checks, transfer of
ownership or other matters pertaining to your stock account. |