SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.03.|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 3, 2020, the Board of Directors of Verizon Communications Inc. (the Company) amended and restated the Company’s Bylaws, effective on that date. Section 3.03(b) previously provided that one record holder owning not less than ten percent (10%), or one or more record holders owning in the aggregate not less than twenty-five percent (25%), shall have the right to call a special meeting. The amendments (i) change the ownership threshold required to call a special meeting of stockholders in this Section to provide that one or more record holders owning in the aggregate not less than fifteen percent (15%) of the outstanding common stock shall have the right to call a special meeting, and (ii) make certain other clarifying and conforming changes.
This description is qualified in its entirety by reference to the text of the Company’s amended and restated Bylaws, which are attached as Exhibit 3b to this Report.
|Item 9.01.|| |
Financial Statements and Exhibits.
|3b||Bylaws of Verizon Communications Inc., as amended and restated, effective as of December 3, 2020.|
|104||Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: December 4, 2020|
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel and