NOTICE OF 2014 ANNUAL MEETING
`AND PROXY STATEMENT
`
`Page 2008-001
`
`Solocron Ex. 2008 - Verizon Wireless, AT&T Mobility - IPR2015-00383
`
`

`

`OUR PRIORITIES
`
`Deliver a great customer experience
`
`Grow
`
`Drive profitability higher
`
`Build our V Team culture into a competitive advantage
`
`Page 2008-002
`
`

`

`140 West Street
`New York, New York 10007
`
`Notice of Annual Meeting of Shareholders
`
`Time and Date
`
`10:30 a.m., local time, on May 1, 2014
`
`Place
`
`Items of
`Business
`
`Sheraton Phoenix Downtown
`340 N. 3rd Street
`Phoenix, Arizona 85004
`
`•
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`Elect the 11 Directors identified in the accompanying proxy statement
`
`Ratify the appointment of the independent registered public accounting firm
`
`Provide an advisory vote to approve Verizon’s executive compensation
`
`Approve a proposal to implement proxy access
`
`Act upon the shareholder proposals described in the proxy statement that are properly
`presented at the meeting
`
`Consider any other business that is properly brought before the meeting
`
`How to Vote
`
`If you are a registered shareholder, you may vote online at www.envisionreports.com/vz, by
`telephone or by mailing a proxy card. You may also vote in person at the annual meeting. If
`you hold your shares through a bank, broker or other institution, or if Computershare holds
`Crest Depository Instruments representing underlying Verizon shares on your behalf through
`the Verizon Corporate Sponsored Nominee, you may vote your shares by any method
`specified on the voting instruction form that they provide. We encourage you to vote your
`shares as soon as possible.
`
`By Order of the Board of Directors,
`
`William L. Horton, Jr.
`Senior Vice President,
`Deputy General Counsel and
`Corporate Secretary
`
`March 17, 2014
`
`Important Notice Regarding Availability of Proxy Materials for Verizon’s
`Shareholder Meeting to be Held on May 1, 2014
`
`The Proxy Statement and Annual Report to Shareowners are available at
`www.edocumentview.com/vz
`
`Page 2008-003
`
`

`

`Page 2008-004
`
`Page 2008-004
`
`

`

`Proxy Summary
`This summary highlights information contained elsewhere in this proxy statement. This summary does not
`contain all of the information you should consider, and you should read the entire proxy statement before
`voting. For more complete information regarding Verizon’s 2013 performance, please review Verizon’s
`Annual Report to Shareowners.
`
`Summing It Up: 2013 Strategic and Financial Performance
`Advances in technology continue to transform the way we live and work. We can store massive amounts of
`personal and business information in the “cloud” that can be retrieved anytime anywhere using any device
`with Internet access. We have high speed, mobile access to all the content and applications that the Internet
`has to offer over 4G long-term evolution (LTE) networks, including social networking, interactive gaming,
`video streaming, e-commerce, virtual banking and virtual private business networks. Our electronics, cars,
`buildings, even energy and healthcare systems – a growing “Internet of Things” – can now communicate
`“machine-to-machine” over these networks, providing solutions that make managing our personal lives and
`businesses more efficient.
`
`Verizon’s businesses make these transformative trends possible. We connect people and businesses to
`each other and to information over the most extensive LTE wireless network in the United States, the
`country’s only large-scale fiber to the home broadband network and one of the world’s largest private
`Internet Protocol networks. These networks and the endless innovative solutions they make possible let our
`customers realize the power of technology.
`
`Earlier this year, you supported Verizon’s most significant strategic initiative since our formation in 2000 –
`gaining full ownership of Verizon Wireless. In 2013, Verizon Wireless was the leading wireless company in
`the U.S. with revenues of $81.0 billion and 4G LTE service available to nearly 305 million people, which is
`97% of the U.S. population. At the same time, Verizon took other significant steps during 2013 to better
`position the Company to deliver advanced services and solutions to our customers and to focus on our
`fastest growing businesses, including:
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`Substantially completing deployment of our 4G LTE wireless network, which carried over
`69% of our wireless data traffic by the end of the year
`Migrating 330,000 residential customers from our legacy copper network to our fiber
`network, while expanding FiOS penetration to 39.5% for Internet service and 35.0% for
`video service
`Enhancing our enterprise strategic services business by launching a new enterprise cloud
`service
`
`In addition, under the leadership of our Board of Directors and senior management team, Verizon posted
`year-over-year double-digit percentage growth in operating income and earnings per share (EPS) in all four
`quarters of 2013, and in seven of the past eight quarters. Total shareholder return (TSR) in 2013 was
`18.6%, including a seventh consecutive year of dividend increases.
`
`We believe that the new Verizon is now better positioned than ever to leverage our platforms and solutions
`to provide our customers with seamless and integrated solutions that meet their evolving needs. We also
`believe that as we serve our customers we can provide powerful answers to some of society’s greatest
`challenges, while continuing our record of delivering significant value to our shareholders.
`
`i
`
`Page 2008-005
`
`

`

`Verizon Annual TSR
`
`Verizon Annual Dividend
`
`18.2%
`
`18.6%
`
`13.2%
`
`2011
`
`2012
`
`2013
`
`$2.20
`$2.10
`$2.00
`$1.90
`$1.80
`$1.70
`$1.60
`$1.50
`
`2006 2007 2008 2009 2010 2011 2012 2013
`
`Represents annualized amount of dividend declared by the
`Verizon Board in September of each indicated year
`
`Executive Compensation Program Highlights
`
`Objectives
`(cid:129)
`Align executives’ and shareholders’ interests through the use of performance-based compensation
`
`(cid:129)
`
`Attract, retain and motivate high-performing executives
`
`Elements
`To promote a performance-based culture, approximately 90% of our named executive officers’ annual total
`compensation opportunity is variable, at risk and incentive-based. Only about 10% of each executive’s
`annual total compensation opportunity is fixed. The primary components of their annual total compensation
`opportunity are:
`
`(cid:129)
`
`(cid:129)
`
`90% incentive-based pay – comprised of an annual cash short-term incentive based on
`achievement of pre-established performance goals and a long-term incentive in the form of an
`equity-based award that vests after three years and is composed of performance stock units (PSUs)
`and restricted stock units (RSUs)
`
`10% fixed pay – annual cash base salary
`
`Leadership in Best Practices
`(cid:129)
`No guaranteed pension or supplemental retirement benefits
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`(cid:129)
`
`No executive employment agreements
`
`No cash severance benefits for the CEO
`
`No excise tax gross-ups
`
`Shareholder approval policy for severance benefits
`
`Significant executive share ownership requirements
`
`Clawback policy
`
`Our executive compensation program is discussed in more detail in the Compensation Discussion and
`Analysis beginning on page 30.
`
`ii
`
`Page 2008-006
`
`

`

`2013 Compensation
`
`Set forth below is the 2013 compensation for each of our named executive officers, as required to be
`reported in the Summary Compensation Table pursuant to U.S. Securities and Exchange Commission
`(SEC) rules. Please see the notes accompanying the Summary Compensation Table on page 43 for more
`information.
`
`Salary
`($)
`1,480,769
`
`Bonus
`($)
`0
`
`Stock
`Awards
`($)
`9,375,077
`
`Option
`Awards
`($)
`0
`
`Non-Equity
`Incentive Plan
`Compensation
`($)
`4,125,000
`
`Change in
`Pension
`Value and
`Nonqualified
`Deferred
`Compensation
`Earnings
`($)
`64,886
`
`All Other
`Compensation
`($)
`780,874
`
`Total
`($)
`15,826,606
`
`880,769
`
`760,577
`
`715,385
`
`666,154
`
`0
`
`0
`
`0
`
`0
`
`4,725,020
`
`4,068,783
`
`3,806,297
`
`3,350,006
`
`0
`
`0
`
`0
`
`0
`
`1,089,000
`
`199,644
`
`286,634
`
`7,181,067
`
`937,750
`
`10,475
`
`163,476
`
`5,941,061
`
`877,250
`
`37,128
`
`139,433
`
`5,575,493
`
`810,700
`
`73,527
`
`129,710
`
`5,030,097
`
`Name and
`Principal Position
`Lowell C. McAdam
`Chairman and CEO
`Daniel S. Mead
`Executive Vice President and
`President and CEO – Verizon Wireless
`Francis J. Shammo
`Executive Vice President and CFO
`John G. Stratton
`Executive Vice President and President –
`Verizon Enterprise Solutions
`Randal S. Milch
`Executive Vice President – Public Policy
`and General Counsel
`
`Meeting Information
`
`Date and Location
`
`May 1, 2014
`Sheraton Phoenix Downtown
`340 N. 3rd Street
`Phoenix, Arizona 85004
`
`Scan this QR code
`for directions to the
`annual meeting
`
`Voting
`Shareholders as of the record date, March 3, 2014, are entitled to vote. Each share of Verizon stock is
`entitled to one vote for each Director nominee and one vote for each of the other proposals to be voted on. If
`you are a registered shareholder, you may vote your shares by:
`
`Going online to
`www.envisionreports.com/vz
`
`Calling toll-free from the U.S.,
`U.S. territories and
`Canada to 1-800-652-8636
`
`Scanning this QR code to
`vote with your mobile device
`
`Mailing your signed proxy
`card or voting instruction form
`
`If you hold your shares through a bank, broker or other institution, or if Computershare holds Crest
`Depository Instruments representing underlying Verizon shares (CDIs) on your behalf through the Verizon
`Corporate Sponsored Nominee, you may vote your shares by any method specified on the voting instruction
`form that they provide.
`
`iii
`
`Page 2008-007
`
`

`

`Agenda and Voting Recommendations
`
`Item 1 – Election of Directors
`
`Shareholders are being asked to elect 11 directors. Verizon’s Directors are elected for a term of one year by
`a majority of the votes cast. Additional information about each Director and his or her qualifications may be
`found beginning on page 11 of this proxy statement.
`
`The Board of Directors recommends that you vote FOR the election of these director candidates.
`
`Name
`
`Age*
`
`Director
`Since
`
`Primary Occupation
`
`Audit CGPC Finance HRC
`
`Independent Committee Memberships*
`
`Shellye L. Archambeau
`
`Richard L. Carrión
`
`Melanie L. Healey
`
`M. Frances Keeth (LD)
`
`Robert W. Lane
`
`Lowell C. McAdam
`
`Donald T. Nicolaisen
`
`Clarence Otis, Jr.
`
`Rodney E. Slater
`
`Kathryn A. Tesija
`
`Gregory D. Wasson
`
`51
`
`61
`
`52
`
`67
`
`64
`
`59
`
`69
`
`57
`
`59
`
`51
`
`55
`
`2013 Chief Executive Officer, MetricStream, Inc.
`
`1997 Chairman, President and CEO, Popular, Inc. and
`Banco Popular de Puerto Rico
`
`2011 Group President – North America and Global Hyper-
`Market, Super-Market and Mass Channel, The Procter
`& Gamble Company
`
`2006 Retired Executive Vice President, Royal Dutch Shell plc
`
`2004 Retired Chairman and CEO, Deere & Company
`
`2011 Chairman and CEO, Verizon Communications Inc.
`
`2005 Retired Chief Accountant of the U.S. Securities and
`Exchange Commission
`
`2006 Chairman and CEO, Darden Restaurants, Inc.
`
`2010 Partner, Patton Boggs LLP
`
`2012 Executive Vice President, Merchandising and Supply
`Chain, Target Corporation
`
`2013 President and CEO, Walgreen Co.
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`√
`
`C
`
`√
`
`√
`
`√
`
`FE
`
`C
`
`√
`
`√
`
`√
`
`C,
`FE
`
`FE
`
`FE
`
`√
`
`√
`
`C
`
`√
`
`*
`C
`CGPC
`FC
`
`Ages and Committee memberships are as of March 7, 2014
`Committee Chair
`Corporate Governance and Policy Committee
`Finance Committee
`
`FE
`HRC
`LD
`
`Audit Committee Financial Expert
`Human Resources Committee
`Lead Director
`
`Item 2 – Ratification of Auditors
`
`Consistent with our approach to good governance, we are asking shareholders to ratify the Audit
`Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm
`for 2014. Information on fees paid to Ernst & Young in 2013 and 2012 may be found on page 17.
`
`The Board of Directors recommends that you vote FOR this proposal.
`
`iv
`
`Page 2008-008
`
`

`

`Item 3 – Advisory Vote to Approve Executive Compensation
`
`We are asking shareholders to vote, in an advisory manner, to approve the executive compensation of our
`named executive officers as described in the sections of this proxy statement titled “Compensation
`Discussion and Analysis” and “Compensation Tables” beginning on page 30 of this proxy statement. We
`hold this advisory vote on an annual basis.
`
`The Board of Directors recommends that you vote FOR this proposal.
`
`Item 4 – Proposal to Implement Proxy Access
`
`We are asking shareholders to approve amendments to our bylaws to implement a “proxy access” right for
`shareholders. A summary of the proposed bylaw amendments may be found beginning on page 18. The
`complete text of the proposed bylaw amendments is set forth in Appendix D.
`
`The Board of Directors recommends that you vote FOR this proposal.
`
`Items 5 – 10 Shareholder Proposals
`
`In accordance with SEC rules, we have included in this proxy statement six proposals submitted by
`shareholders for consideration. The proposals can be found beginning on page 21.
`
`The Board of Directors recommends that you vote AGAINST each of the shareholder proposals.
`
`Additional Information and Frequently Asked Questions
`
`We provide more information about the annual meeting and voting, as well as answers to many frequently
`asked questions, in the “Additional Information and Frequently Asked Questions” section beginning on
`page 58.
`
`v
`
`Page 2008-009
`
`

`

`Proxy Statement
`
`We are mailing this proxy statement to our shareholders beginning on March 17, 2014, and it is also available
`online at www.edocumentview.com/vz or, if you are a registered holder, at www.envisionreports.com/vz. The
`Board of Directors is soliciting proxies in connection with the 2014 Annual Meeting of Shareholders and
`encourages you to read this proxy statement and vote your shares online, by telephone or by mailing your proxy
`card or voting instruction form.
`
`Table of Contents
`
`About Verizon’s Governance Practices .......................................................................
`
`About the Board of Directors ...................................................................................
`
`Report of the Audit Committee..................................................................................
`
`Election of Directors (Item 1 on Proxy Card)..................................................................
`
`Ratification of Appointment of Independent Registered Public Accounting Firm (Item 2 on
`Proxy Card)....................................................................................................
`
`Advisory Vote to Approve Executive Compensation (Item 3 on Proxy Card)..............................
`
`Proposal to Implement Proxy Access (Item 4 on Proxy Card) ..............................................
`
`Shareholder Proposals:
`
`Page
`
`1
`
`3
`
`10
`
`11
`
`17
`
`18
`
`18
`
`21
`Network Neutrality (Item 5 on Proxy Card) .............................................................
`22
`Lobbying Activities (Item 6 on Proxy Card).............................................................
`24
`Severance Approval Policy (Item 7 on Proxy Card) ...................................................
`26
`Shareholder Right to Call a Special Meeting (Item 8 on Proxy Card) ...............................
`27
`Shareholder Right to Act by Written Consent (Item 9 on Proxy Card) ..............................
`28
`Proxy Voting Authority (Item 10 on Proxy Card) .......................................................
`29
`Compensation Committee Report .............................................................................
`30
`Compensation Discussion and Analysis ......................................................................
`43
`Compensation Tables ..........................................................................................
`56
`Security Ownership of Certain Beneficial Owners and Management ......................................
`58
`Additional Information and Frequently Asked Questions ....................................................
`62
`Contacting Verizon ..............................................................................................
`62
`Other Business ..................................................................................................
`Corporate Governance Guidelines ............................................................................ Appendix A
`Related Dow Peer Information ................................................................................. Appendix B
`Verizon Communications Inc. Reconciliation of Non-GAAP Measures .................................... Appendix C
`Proposed Amendments to Verizon’s Bylaws ................................................................. Appendix D
`
`Page 2008-010
`
`

`

`Election of Directors
`(Item 1 on Proxy Card)
`
`All of the members of the Board of Directors are elected annually. The Board currently consists of 14 members,
`three of whom will retire from the Board the day before the 2014 Annual Meeting of Shareholders. In the future
`the Board may increase or decrease the size of the Board.
`
`The Board has nominated the 11 candidates listed below for election as Directors. Information about each
`candidate as of March 7, 2014 is set forth below. All of these candidates currently serve as Directors of Verizon.
`Each candidate has consented to stand for election, and we do not anticipate that any candidate will be
`unavailable to serve. However, if any candidate should become unavailable before the election, the proxy
`committee will vote the shares it represents for a substitute named by the Board.
`
`Verizon’s bylaws require Directors to be elected by a majority of the votes cast. Each candidate has submitted an
`irrevocable, conditional letter of resignation that will be considered by the Board if that candidate fails to receive a
`majority of the votes cast.
`
`The Board of Directors recommends that you vote FOR each of the following candidates:
`
`SHELLYE L. ARCHAMBEAU
`
`Ms. Archambeau, 51, is Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk,
`compliance and quality management solutions to corporations across diverse industries. Under her leadership,
`the privately-held MetricStream has grown 2,500% over the past ten years, with approximately 1,000 employees
`worldwide. Prior to joining MetricStream in 2002, Ms. Archambeau was Chief Marketing Officer and Executive
`Vice President of Sales for Loudcloud, Inc., a leader in Internet infrastructure services, Chief Marketing Officer of
`NorthPoint Communications and President of Blockbuster Inc.’s e-commerce division. Before joining Blockbuster,
`she held domestic and international executive positions during a 15-year career at IBM.
`
`Ms. Archambeau brings to the Board, among other skills and qualifications, leadership experience in technology,
`e-commerce, digital media and communications. An active participant in Silicon Valley’s emerging company
`community, her in-depth knowledge of the technology sector and extensive background in the application of
`emerging technologies to address business challenges uniquely position her to advise the Board and senior
`management on implementing the Company’s growth strategies. Ms. Archambeau’s experience developing and
`marketing telecommunications and Internet services and solutions gives her insight into areas critical to Verizon’s
`success.
`
`Ms. Archambeau has served as a Director of Verizon since December 2013. In the past five years, she has
`served on the board of Arbitron, Inc.
`
`11
`
`Page 2008-011
`
`

`

`RICHARD L. CARRIÓN
`
`Mr. Carrión, 61, has served for over 18 years as Chairman, President and Chief Executive Officer of both Popular,
`Inc., a diversified bank holding company, and Banco Popular de Puerto Rico, Popular Inc.’s principal bank
`subsidiary. Popular, Inc. is the largest financial institution based in Puerto Rico, with consolidated assets of $35.7
`billion, total deposits of $26.7 billion and 8,059 employees as of December 31, 2013. In addition to his experience
`guiding these companies, Mr. Carrión has been a class A director of the Federal Reserve Bank of New York since
`2008. In that role, he contributes to the formulation of monetary policy, oversight of the bank’s operational risk
`management and the review and appointment of senior management of the bank.
`
`As a result of his tenure as Chairman, President and Chief Executive Officer of Popular, Inc. and Banco Popular
`de Puerto Rico, Mr. Carrión brings to the Board a strong operational and strategic background and extensive
`business, leadership and management experience. In addition, Mr. Carrión’s knowledge of business and
`consumer services gives him insights into providing services to retail and business customers, activities that make
`up a significant portion of Verizon’s business. Mr. Carrión’s experience at the Federal Reserve Bank of New York
`also enables him to advise the Board and senior management on risk management, which is an important area
`for a large, complex organization like Verizon.
`
`Mr. Carrión has served as a Director of Verizon since 1997 and was a director of NYNEX Corporation from 1995
`to 1997. He is Chairperson of the Finance Committee and a member of the Corporate Governance and Policy
`Committee and the Human Resources Committee.
`
`MELANIE L. HEALEY
`
`Ms. Healey, 52, is Group President – North America and Global Hyper-Market, Super-Market and Mass Channel
`of The Procter & Gamble Company, a provider of branded consumer packaged goods to customers in over 180
`countries around the world. In this role, Ms. Healey is responsible for the overall North America business, which in
`fiscal 2013 had net sales of $32.8 billion. Since joining Procter & Gamble in 1990, Ms. Healey has held positions
`of increasing responsibility, including Group President, Global Feminine and Health Care, and President, Global
`Feminine Care & Adult Care.
`
`Ms. Healey brings to the Board, among other skills and qualifications, an extensive background in consumer
`goods, marketing and international operations. Her experience in marketing, including more than 15 years outside
`the United States, uniquely positions Ms. Healey to advise the Board and senior management on critical issues
`facing Verizon, including corporate strategy with respect to brand management, the consumer experience and
`global growth. In addition, Ms. Healey’s leadership experience at a complex international organization with a
`large, diverse workforce gives her a thorough understanding of the operational challenges facing Verizon.
`
`Ms. Healey has served as a Director of Verizon since 2011 and is a member of the Human Resources
`Committee.
`
`12
`
`Page 2008-012
`
`

`

`M. FRANCES KEETH
`
`Ms. Keeth, 67, was Executive Vice President of Royal Dutch Shell plc, an energy company, from 2005 to 2006. In this
`role, Ms. Keeth was accountable for Shell’s global chemicals businesses, which produced $36.3 billion in third party
`revenue in 2006 and operated in 35 countries. From 2001 to 2006, she was also President and Chief Executive Officer
`of Shell Chemicals LP, Shell’s U.S. operating company through which it conducted all of its operations in the United
`States. During her 37-year career, Ms. Keeth held multiple positions of increasing responsibility at Shell, including
`serving as Executive Vice President, Finance and Business Systems, and Executive Vice President, Customer
`Fulfillment and Product Business Units. In addition, from 1996 to 1997, Ms. Keeth was controller and principal
`accounting officer of Mobil Corporation.
`
`Ms. Keeth’s extensive senior leadership experience at Shell, a complex global business organization, positions her
`well to advise the Board and senior management on a wide range of strategic and financial matters. Ms. Keeth
`brings to the Board, among other skills and qualifications, valuable business, leadership and operations
`management experience in a global, capital-intensive business. As a result of this experience, she is able to provide
`insights into many aspects of our business, including business systems, public accounting and finance. Ms. Keeth
`also has extensive expertise in international operations and strategic partnerships, which assists the Company in
`implementing our growth strategies.
`
`Ms. Keeth has served as a Director of Verizon since 2006. She is Lead Director, Chairperson of the Corporate
`Governance and Policy Committee and a member of the Audit Committee and the Finance Committee. She is
`also a director of Arrow Electronics, Inc. (since 2004) and, in the past five years, she has served as a director of
`Peabody Energy Corporation.
`
`ROBERT W. LANE
`
`Mr. Lane, 64, served as Chairman and Chief Executive Officer of Deere & Company from 2000 to 2009. Deere &
`Company is an equipment manufacturer that in fiscal 2009 had net sales and revenues of $23.1 billion and
`approximately 51,300 employees as of October 31, 2009. During his 28 years at Deere, Mr. Lane held positions
`of increasing responsibility across a wide variety of domestic and overseas units. These positions included
`serving as President and Chief Operating Officer of the company, President of the Worldwide Agricultural
`Equipment Division, Chief Financial Officer of the company and President and Chief Operating Officer of Deere
`Credit, Inc.
`
`Mr. Lane’s tenure as Chairman and Chief Executive Officer of Deere & Company and as a senior executive in
`several of its business units provides him with valuable business, leadership and management experience,
`including experience leading a large, complex organization with global operations. This background gives him a
`global perspective that positions him well to advise the Board and senior management on implementing the
`Company’s growth strategies. Mr. Lane also brings to the Board an extensive background in manufacturing,
`marketing, operations and finance.
`
`Mr. Lane has served as a Director of Verizon since 2004 and is a member of the Finance Committee. He is also a
`director of General Electric Company (since 2005) and Northern Trust Corporation (since 2009) and a member of
`the supervisory board of BMW AG (since 2009). In the past five years, Mr. Lane has served on the board of
`Deere & Company as its Chairman.
`
`13
`
`Page 2008-013
`
`

`

`LOWELL C. MCADAM
`
`Mr. McAdam, 59, is Chairman and Chief Executive Officer of Verizon Communications Inc. Mr. McAdam became
`Chief Executive Officer on August 1, 2011 and Chairman on January 1, 2012. From October 2010 until becoming
`Chief Executive Officer, Mr. McAdam served as President and Chief Operating Officer and had responsibility for the
`operations of the Company’s network-based businesses–Verizon Wireless and Verizon Telecom and Business–as
`well as Verizon’s shared services operations. Prior to assuming this role, Mr. McAdam held key executive positions
`at Verizon Wireless from its inception in 2000 and was instrumental in building Verizon Wireless into an industry-
`leading wireless provider. He was President and Chief Executive Officer of Verizon Wireless from 2007 until 2010,
`and before that served as the company’s Executive Vice President and Chief Operating Officer. Before the formation
`of Verizon Wireless, Mr. McAdam held executive positions with PrimeCo Personal Communications, a joint venture
`owned by Bell Atlantic and Vodafone AirTouch, AirTouch Communications and Pacific Bell.
`
`Mr. McAdam brings to the Board a unique understanding of our strategies and operations through his broad
`experience in the telecommunications industry and his pivotal role in the development of Verizon Wireless.
`Mr. McAdam serves a key leadership role on the Board, providing the Board with an in-depth knowledge of the
`Company’s business, industry, challenges and opportunities. His extensive leadership experience enables
`Mr. McAdam to play a key role in all matters involving our Board and positions him well to act not only as the
`Board’s Chairman, but also as the principal intermediary between management and the independent members of
`our Board.
`
`Mr. McAdam has served as a Director of Verizon since 2011. Mr. McAdam has been a member of the Board of
`Representatives of Verizon Wireless since 2003 and has served as its Chairman since 2010.
`
`DONALD T. NICOLAISEN
`
`Mr. Nicolaisen, 69, was Chief Accountant of the U.S. Securities and Exchange Commission from 2003 to 2005. In
`that role, Mr. Nicolaisen was responsible for establishing and enforcing accounting and auditing policy applicable
`to all U.S. reporting companies and for improving the professional performance of public company auditors. Prior
`to joining the SEC, he was a Partner in PricewaterhouseCoopers and its predecessors, which he joined in 1967.
`At PricewaterhouseCoopers, Mr. Nicolaisen served on the firm’s global and international boards, led the firm’s
`national office for accounting and SEC services from 1988 to 1994, led the firm’s financial services practice, and
`was responsible for auditing and providing risk management advice to large, complex multinational firms.
`
`Mr. Nicolaisen brings to the Board a range of experience in leadership positions in both the public and private
`sector. His extensive experience as Chief Accountant at the SEC, an outside strategic advisor to multinational
`companies and a senior leader of one of the world’s largest accounting firms enables him to advise the Board and
`senior management on accounting matters, government relations and public policy. Mr. Nicolaisen’s unique
`financial and accounting background also provides financial expertise to the Board, including an in-depth
`understanding of risk management, corporate finance and accounting, as well as the numerous issues facing a
`public reporting company.
`
`Mr. Nicolaisen has served as a Director of Verizon since 2005 and is Chairperson of the Audit Committee and a
`member of the Corporate Governance and Policy Committee. He is also a director of MGIC Investment
`Corporation (since 2006), Morgan Stanley (since 2006) and Zurich Insurance Group (since 2006).
`
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`Page 2008-014
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`

`CLARENCE OTIS, JR.
`
`Mr. Otis, 57, has been Chairman of Darden Restaurants, Inc., a restaurant holding company, since 2005 and
`Chief Executive Officer since 2004. Darden Restaurants is the largest company-owned and operated full-service
`restaurant company in the world. As of May 26, 2013, the company’s 206,000 employees operated 2,138
`restaurants in the United States and Canada and generated fiscal 2013 sales of $8.5 billion. Mr. Otis joined
`Darden in 1995 as Vice President and Treasurer and held positions of increasing responsibility, including serving
`as Chief Financial Officer from 1999 until 2002, Executive Vice President from 2002 to 2004 and President of
`Smokey Bones Barbeque & Grill, a restaurant concept formerly owned and operated by Darden Restaurants,
`from 2002 to 2004. In addition, Mr. Otis has served as a class B director of the Federal Reserve Bank of Atlanta
`since 2010. In that role, he contributes to the formulation of monetary policy, oversight of the bank’s operational
`risk management and the review and appointment of senior management of the bank.
`
`Mr. Otis brings to the Board, among other skills and qualifications, a broad background in consumer services,
`retail operations and finance, which are critical areas for Verizon. He has extensive business, leadership and
`management experience. Mr. Otis leads a complex organization with a large, diverse workforce, which gives him
`a thorough understanding of many of the operational challenges Verizon faces. In addition, as a result of his
`experience at the Federal Reserve Bank of Atlanta, Mr. Otis is positioned well to advise the Board and senior
`management on risk management, which is an important area for a large, complex organization like Verizon.
`
`Mr. Otis has served as a Director of Verizon since 2006. He is Chairperson of the Human Resources Committee
`and a member of the Audit Committee and the Finance Committee. He is also a director of VF Corporation (since
`2004).
`
`RODNEY E. SLATER
`
`Mr. Slater, 59, is a partner at the law firm Patton Boggs LLP, focusing his practice in the areas of transportation
`and infrastructure and public policy. Prior to joining Patton Boggs, from February 1997 to January 2001, Mr. Slater
`was the U.S. Secretary of Transportation. In that position, Mr. Slater was responsible for overseeing national
`transportation policy, encouraging intermodal transportation, negotiating international transportation agreements
`and assuring the fitness of U.S. airlines. Prior to his appointment as Secretary of Transportation, from 1993 to
`1997, Mr. Slater was the Administrator of the Federal Highway Administration, which provides financial and
`technical support for constructing, improving and preserving the U.S. highway system.
`
`Mr. Slater’s experience as the U.S. Secretary of Transportation and as the Administrator of the Federal Highway
`Administration positions him well to provide oversight to our Company, which operates in a highly reg