UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 27, 2012
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-8610 | 43-1301883 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 208 S. Akard St., Dallas, Texas | 75202 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (210) 821-4105
__________________________________
(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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
The 2012 Annual Meeting of the stockholders of AT&T Inc. was held on April 27, 2012, in Salt Lake City, Utah. Stockholders representing 4,578,922,512 shares, or 77.57%, of the common shares outstanding as of the February 28, 2012, record date were present in person or were represented at the meeting by proxy. Final voting results are shown below. Each matter was determined by a majority of votes cast, except as follows. The advisory approval of executive compensation is a non-binding proposal, and the preference of the stockholders will be determined by the choice receiving the greatest number of votes. Approval of the amendment to the certificate of incorporation required the affirmative vote of two-thirds of the outstanding shares. |
| Election of Directors |
| The following Directors were elected by the affirmative vote of a majority of the votes cast: |
| Nominees for Director | Votes Cast For | Votes Cast Against | Abstain | Broker Non-Votes |
| Number | % of Votes Cast | Number | % of Votes Cast |
| Randall Stephenson | 3,264,015,770 | 96.44 | 120,646,213 | 3.56 | 25,467,464 | 1,168,755,086 |
| Gilbert F. Amelio | 3,263,933,256 | 96.36 | 123,175,684 | 3.64 | 23,010,196 | 1,168,755,086 |
| Reuben V. Anderson | 3,346,181,507 | 98.77 | 41,501,276 | 1.23 | 22,449,854 | 1,168,755,086 |
| James H. Blanchard | 3,279,824,450 | 96.81 | 108,048,461 | 3.19 | 22,256,013 | 1,168,755,086 |
| Jaime Chico Pardo | 3,335,930,804 | 98.49 | 51,221,193 | 1.51 | 22,981,630 | 1,168,755,086 |
| James P. Kelly | 3,350,705,807 | 98.90 | 37,413,654 | 1.10 | 22,015,969 | 1,168,755,086 |
| Jon C. Madonna | 3,346,440,889 | 98.79 | 40,914,221 | 1.21 | 22,776,290 | 1,168,755,086 |
| John B. McCoy | 3,267,894,530 | 96.46 | 119,914,834 | 3.54 | 22,327,362 | 1,168,755,086 |
| Joyce M. Roché | 3,321,503,533 | 98.03 | 66,862,005 | 1.97 | 21,776,184 | 1,168,755,086 |
| Mathew K. Rose | 3,262,476,074 | 96.29 | 125,614,957 | 3.71 | 22,058,589 | 1,168,755,086 |
| Laura D’Andrea Tyson | 3,318,773,666 | 97.93 | 70,256,343 | 2.07 | 21,117,631 | 1,168,755,086 |
| |
| Proposals Submitted by Board of Directors |
| The ratification of the appointment of Independent Auditors received the affirmative vote of a majority of the votes cast and was passed. The advisory approval of executive compensation is non-binding, and the preference of the stockholders was determined by the choice that received the greatest number of votes. |
| Proposal | Votes Cast For | Votes Cast Against | Abstain | Broker Non-Votes |
| Number | % of Votes Cast | Number | % of Votes Cast |
Ratification of appointment of Independent Auditors. Advisory approval of executive compensation. | 4,483,171,035 3,125,690,786 | 98.40 93.22 | 72,841,995 227,450,559 | 1.60 6.78 | 22,880,359 57,006,090 | N/A 1,168,755,086 |
Proposals Submitted by Board of Directors (continued from previous page) |
| The following proposal failed to receive the affirmative vote of two-thirds of the outstanding shares and was defeated. |
| | Votes Cast For | Votes Cast Against | Abstain | Broker Non-Votes |
| Proposal | Number | % of Out-standing Shares | Number | % of Out-standing Shares |
Amend certificate of incorporation. | 3,004,287,867 | 50.90 | 367,945,894 | 6.88 | 37,880,378 | 1,168,755,086 |
| Proposals Submitted by Stockholders |
| The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated. |
| Proposal | Votes Cast For | Votes Cast Against | | Broker Non-Votes |
| Number | % of Votes Cast | Number | % of Votes Cast | Abstain |
Political contributions report. Limit wireless network management. Independent board chairman. | 1,259,282,604 187,122,110 1,476,353,053 | 38.56 5.87 43.83 | 2,006,420,113 3,000,714,179 1,892,153,208 | 61.44 94.13 56.17 | 144,348,312 222,220,689 41,630,272 | 1,168,755,086 1,168,755,086 1,168,755,086 |
Signature
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.
| | AT&T INC. |
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| Date: May 2, 2012 | By: /s/ Ann Effinger Meuleman Ann Effinger Meuleman Senior Vice President and Secretary |
