VZ Verizon Communications
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: May 2, 2021
(Date of earliest event reported)
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1095 Avenue of the Americas
New York, New York
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 395-1000
(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
|Common Stock, par value $0.10||VZ||New York Stock Exchange|
|Common Stock, par value $0.10||VZ||The NASDAQ Global Select Market|
|1.625% Notes due 2024||VZ24B||New York Stock Exchange|
|4.073% Notes due 2024||VZ24C||New York Stock Exchange|
|0.875% Notes due 2025||VZ25||New York Stock Exchange|
|3.250% Notes due 2026||VZ26||New York Stock Exchange|
|1.375% Notes due 2026||VZ26B||New York Stock Exchange|
|0.875% Notes due 2027||VZ27E||New York Stock Exchange|
|1.375% Notes due 2028||VZ28||New York Stock Exchange|
|1.125% Notes due 2028||VZ28A||New York Stock Exchange|
|1.875% Notes due 2029||VZ29B||New York Stock Exchange|
|0.375% Notes due 2029||VZ29D||New York Stock Exchange|
|1.250% Notes due 2030||VZ30||New York Stock Exchange|
|1.875% Notes due 2030||VZ30A||New York Stock Exchange|
|2.625% Notes due 2031||VZ31||New York Stock Exchange|
|2.500% Notes due 2031||VZ31A||New York Stock Exchange|
|0.875% Notes due 2032||VZ32||New York Stock Exchange|
|0.750% Notes due 2032||VZ32A||New York Stock Exchange|
|1.300% Notes due 2033||VZ33B||New York Stock Exchange|
|4.750% Notes due 2034||VZ34||New York Stock Exchange|
|3.125% Notes due 2035||VZ35||New York Stock Exchange|
|1.125% Notes due 2035||VZ35A||New York Stock Exchange|
|3.375% Notes due 2036||VZ36A||New York Stock Exchange|
|2.875% Notes due 2038||VZ38B||New York Stock Exchange|
|1.875% Notes due 2038||VZ38C||New York Stock Exchange|
|1.500% Notes due 2039||VZ39C||New York Stock Exchange|
|3.500% Fixed Rate Notes due 2039||VZ39D||New York Stock Exchange|
|1.850% Notes due 2040||VZ40||New York Stock Exchange|
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).
Emerging growth company ☐
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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2021, in connection with the transactions described in Item 8.01 of this Form 8-K, the Human Resources Committee of the Board of Directors of Verizon Communications Inc. (“Verizon”) approved a special cash retention award for Mr. Guru Gowrappan, Executive Vice President and Group CEO - Verizon Media, in the amount of $3,000,000, which will vest and be payable by Verizon to Mr. Gowrappan if he remains continuously employed with Verizon Media on the six-month anniversary of the date the transactions contemplated by the Purchase Agreement described in Item 8.01 of this Form 8-K are consummated (the “Closing Date”), or if his employment is involuntarily terminated by Verizon Media without cause after the Closing Date, but prior to the six-month anniversary of the Closing Date.
On May 2, 2021, Verizon, together with Verizon Business International Holdings B.V., a private limited liability company (besloten vennootschap) organized under the laws of the Netherlands and wholly owned subsidiary of Verizon (together with Verizon, the “Sellers”), entered into a stock purchase agreement (the “Purchase Agreement”) with College Parent, L.P., a Delaware limited partnership (“Purchaser”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions thereof, the Sellers will sell to Purchaser all of the outstanding equity interests of Oath Inc., a Delaware corporation, and Verizon Media Netherlands B.V., a private limited liability company (besloten vennootschap) organized under the laws of the Netherlands, which together comprise Verizon’s Verizon Media Group business (the “Sale”). The consideration for the Sale will consist of $4.25 billion in cash, subject to customary adjustments, $750,000,000 in non-convertible preferred limited partnership units of the Purchaser, and 10% of the fully-diluted common limited partnership units of Purchaser.
The Sale is subject to customary regulatory approvals and closing conditions.
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.
|VERIZON COMMUNICATIONS INC.|
|Date: May 3, 2021||By|
/s/ William L. Horton, Jr.
|William L. Horton, Jr.|
Senior Vice President, Deputy General Counsel and