UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| 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 | ||||||