VERIZON COMMUNICATIONS INC — Proxy Solicitation & Information Statement 2015

Mar 23, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE (RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐

Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12

VERIZON COMMUNICATIONS INC. (Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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IMPORTANT ANNUAL MEETING INFORMATION

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Admission Ticket

Verizon Communications Inc.

2015 Annual Meeting Admission Ticket

May 7, 2015, 8:30 a.m. Local Time

Hyatt Regency Minneapolis

1300 Nicollet Mall

Minneapolis, Minnesota 55403

Upon arrival, please present this admission ticket at the registration desk.

Vote online

• Go to www.envisionreports.com/vz

• Or scan the QR code with your smartphone

• Follow the steps outlined on the secure website

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Notice of 2015 Annual Meeting of Shareholders

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Important Notice Regarding the Availability of Proxy Materials for the Verizon Communications Inc. Annual Meeting of Shareholders to be Held on Thursday, May 7, 2015

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Annual Meeting of Shareholders are available online. Follow the instructions below to view the materials and vote online or request a copy of the materials. The items to be voted on are on the reverse side of this notice. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you online. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

www.envisionreports.com/vz

Easy Online Access — A Convenient Way to View Proxy Materials and Vote

Step 1: Go to www.envisionreports.com/vz to view the materials

Step 2: Click on Cast Your Vote or Request Materials

Step 3: Follow the instructions on the screen to log in

Step 4: Select your delivery preferences and vote

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side of this notice on or before April 28, 2015 to facilitate timely delivery.

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Notice of 2015 Annual Meeting of Shareholders

Verizon Communications Inc. 2015 Annual Meeting of Shareholders will be held on Thursday, May 7, 2015, 8:30 a.m. Local Time at the Hyatt Regency Minneapolis, 1300 Nicollet Mall, Minneapolis, Minnesota 55403.

Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations.

The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3:

1. Election of Directors
2. Ratification of Appointment of Independent Registered Public Accounting Firm
3. Advisory Vote to Approve Executive Compensation

The Board of Directors recommends a vote AGAINST the following proposals:

1. Network Neutrality Report
2. Political Spending Report
3. Severance Approval Policy
4. Stock Retention Policy
5. Shareholder Action By Written Consent

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

Here's how to order a copy of the proxy materials and select a future delivery preference:

Paper copies: Current and future paper delivery requests can be submitted online, by email or by telephone.

Email copies: Current and future email delivery requests can be submitted online or by email. If you request an email copy of current meeting materials, you will receive an email with a link to the materials.

PLEASE NOTE: You must use the number in the shaded bar on the reverse side of this notice when requesting meeting materials.

→ Online – Go to www.envisionreports.com/vz. Click on Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. → Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit an instruction to receive a paper copy for future meetings. → Email – Send an email to investorvote@computershare.com with "Proxy Materials Verizon" in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse side of this notice, and specify in the email whether you want a paper or email copy of current meeting materials. You can also state your preference to receive a paper or email copy for future meetings.

To facilitate timely delivery, all requests for a copy of the current meeting materials must be received by April 28, 2015.

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