UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 18, 2023
AT&T INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-08610 | 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):
| ☐ | 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 | Trading | Name of each exchange on | ||
| Common Shares (Par Value $1.00 Per Share) | T | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A | T PRA | New York Stock Exchange | ||
| Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C | T PRC | New York Stock Exchange | ||
| AT&T Inc. 2.500% Global Notes due March 15, 2023 | T 23 | New York Stock Exchange | ||
| AT&T Inc. 2.750% Global Notes due May 19, 2023 | T 23C | New York Stock Exchange | ||
| AT&T Inc. Floating Rate Global Notes due September 5, 2023 | T 23D | New York Stock Exchange | ||
| AT&T Inc. 1.050% Global Notes due September 5, 2023 | T 23E | New York Stock Exchange | ||
| AT&T Inc. 1.300% Global Notes due September 5, 2023 | T 23A | New York Stock Exchange | ||
| AT&T Inc. 1.950% Global Notes due September 15, 2023 | T 23F | New York Stock Exchange | ||
| AT&T Inc. 2.400% Global Notes due March 15, 2024 | T 24A | New York Stock Exchange | ||
| AT&T Inc. Floating Rate Global Notes due March 6, 2025 | T 25A | New York Stock Exchange | ||
| AT&T Inc. 3.550% Global Notes due November 18, 2025 | T 25B | New York Stock Exchange | ||
| AT&T Inc. 3.500% Global Notes due December 17, 2025 | T 25 | New York Stock Exchange | ||
| AT&T Inc. 0.250% Global Notes due March 4, 2026 | T 26E | New York Stock Exchange | ||
| AT&T Inc. 1.800% Global Notes due September 5, 2026 | T 26D | New York Stock Exchange | ||
| AT&T Inc. 2.900% Global Notes due December 4, 2026 | T 26A | New York Stock Exchange | ||
| AT&T Inc. 1.600% Global Notes due May 19, 2028 | T 28C | New York Stock Exchange | ||
| AT&T Inc. 2.350% Global Notes due September 5, 2029 | T 29D | New York Stock Exchange | ||
| AT&T Inc. 4.375% Global Notes due September 14, 2029 | T 29B | New York Stock Exchange | ||
| AT&T Inc. 2.600% Global Notes due December 17, 2029 | T 29A | New York Stock Exchange | ||
| AT&T Inc. 0.800% Global Notes due March 4, 2030 | T 30B | New York Stock Exchange | ||
| AT&T Inc. 3.950% Global Notes due April 30, 2031 | T 31F | New York Stock Exchange | ||
| AT&T Inc. 2.050% Global Notes due May 19, 2032 | T 32A | New York Stock Exchange | ||
| AT&T Inc. 3.550% Global Notes due December 17, 2032 | T 32 | New York Stock Exchange | ||
| AT&T Inc. 5.200% Global Notes due November 18, 2033 | T 33 | New York Stock Exchange | ||
| AT&T Inc. 3.375% Global Notes due March 15, 2034 | T 34 | New York Stock Exchange | ||
| AT&T Inc. 4.300% Global Notes due November 18, 2034 | T 34C | New York Stock Exchange | ||
| AT&T Inc. 2.450% Global Notes due March 15, 2035 | T 35 | New York Stock Exchange | ||
| AT&T Inc. 3.150% Global Notes due September 4, 2036 | T 36A | New York Stock Exchange | ||
| AT&T Inc. 2.600% Global Notes due May 19, 2038 | T 38C | New York Stock Exchange | ||
| AT&T Inc. 1.800% Global Notes due September 14, 2039 | T 39B | New York Stock Exchange | ||
| AT&T Inc. 7.000% Global Notes due April 30, 2040 | T 40 | New York Stock Exchange | ||
| AT&T Inc. 4.250% Global Notes due June 1, 2043 | T 43 | New York Stock Exchange | ||
| AT&T Inc. 4.875% Global Notes due June 1, 2044 | T 44 | New York Stock Exchange | ||
| AT&T Inc. 4.000% Global Notes due June 1, 2049 | T 49A | New York Stock Exchange | ||
| AT&T Inc. 4.250% Global Notes due March 1, 2050 | T 50 | New York Stock Exchange | ||
| AT&T Inc. 3.750% Global Notes due September 1, 2050 | T 50A | New York Stock Exchange | ||
| AT&T Inc. 5.350% Global Notes due November 1, 2066 | TBB | New York Stock Exchange | ||
| AT&T Inc. 5.625% Global Notes due August 1, 2067 | TBC | 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. ☐
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
Annual Meeting of Stockholders
The 2023 Annual Meeting of the stockholders of AT&T Inc. was held virtually on May 18, 2023. Stockholders representing 5,332,285,369 shares, or 74.54% of the 7,153,516,430 common shares outstanding as of the March 20, 2023 record date, attended the meeting or were represented by proxy. Final voting results are shown below.
Each matter was determined by a majority of votes cast, except that the advisory approval of executive compensation and the advisory approval of the frequency of the vote on executive compensation were non-binding proposals and for each proposal, the preference of the stockholders was determined by the choice receiving the greatest number of votes.
Election of Directors
The following Directors were elected by the affirmative vote of a majority of the votes cast.
| Votes Cast For | Votes Cast Against | |||||||||||
| Nominee for Director | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes | ||||||
Scott T. Ford | 3,712,141,047 | 97.35% | 101,220,135 | 2.65% | 17,098,613 | 1,501,822,990 | ||||||
Glenn H. Hutchins | 3,147,763,730 | 82.55% | 665,617,726 | 17.45% | 17,072,344 | 1,501,822,990 | ||||||
William E. Kennard | 3,568,049,764 | 93.56% | 245,552,473 | 6.44% | 16,856,049 | 1,501,822,990 | ||||||
Stephen J. Luczo | 3,719,816,990 | 97.55% | 93,294,274 | 2.45% | 17,343,908 | 1,501,822,990 | ||||||
Michael B. McCallister | 3,696,648,490 | 96.95% | 116,425,167 | 3.05% | 17,385,255 | 1,501,822,990 | ||||||
Beth E. Mooney | 3,578,346,320 | 93.81% | 236,024,728 | 6.19% | 16,086,755 | 1,501,822,990 | ||||||
Matthew K. Rose | 3,675,465,917 | 96.39% | 137,801,468 | 3.61% | 17,187,492 | 1,501,822,990 | ||||||
John T. Stankey | 3,704,690,866 | 97.16% | 108,150,997 | 2.84% | 17,618,034 | 1,501,822,990 | ||||||
Cynthia B. Taylor | 3,687,252,413 | 96.67% | 127,101,115 | 3.33% | 16,104,968 | 1,501,822,990 | ||||||
Luis A. Ubiñas | 3,388,296,205 | 88.86% | 424,700,409 | 11.14% | 17,465,092 | 1,501,822,990 | ||||||
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 and a frequency of every one year for the advisory approval of the frequency of the vote on executive compensation also received the affirmative vote of a majority of the votes cast in non-binding votes.
| Votes Cast For | Votes Cast Against | |||||||||||||||
| Proposal | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes | ||||||||||
Ratification of appointment of Independent Auditors | 5,053,938,773 | 95.19% | 255,101,432 | 4.81% | 23,242,146 | 0 | ||||||||||
Advisory approval of executive compensation | 3,501,384,855 | 92.33% | 290,716,244 | 7.67% | 38,350,176 | 1,501,829,972 | ||||||||||
Votes Cast For 3 Years | Votes Cast For 2 Years | Votes Cast For 1 Year | ||||||||||||||
| Proposal | Number | % of Votes Cast | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes | ||||||||
Advisory approval of the frequency of the vote on executive compensation (1) | 141,436,005 | 3.72% | 21,810,124 | 0.57% | 3,642,262,371 | 95.71% | 24,900,987 | 1,501,823,290 | ||||||||
| (1) | The company has determined to submit the advisory stockholder vote on executive compensation to stockholders on an annual basis. |
Proposals Submitted by Stockholders
The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated.
| Votes Cast For | Votes Cast Against | |||||||||||||||||||||||
| Proposals | Number | % of Votes Cast | Number | % of Votes Cast | Abstain | Broker Non-Votes | ||||||||||||||||||
Independent Board Chairman | 1,306,037,115 | 34.37 | % | 2,494,156,952 | 65.63 | % | 30,259,813 | 1,501,831,298 | ||||||||||||||||
Racial Equity Audit | 805,363,113 | 21.54 | % | 2,933,739,259 | 78.46 | % | 91,357,805 | 1,501,823,634 | ||||||||||||||||
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. | ||||||
| Date: May 23, 2023 | By: | /s/ Stacey Maris | ||||
| Stacey Maris | ||||||
| Senior Vice President – Deputy General Counsel and Secretary | ||||||
