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 Symbol(s)
Name of each exchange on which registered
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. 1.450% Global Notes due June 1, 2022
T 22B
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
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
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. 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. 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. 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. ☐
2
ITEM 5.07Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
The 2022 Annual Meeting of the stockholders of AT&T Inc. was held virtually on May 19, 2022. Stockholders representing 5,291,705,558 shares, or 73.88% of the 7,163,031,266 common shares outstanding as of the March 21, 2022, 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 was a non-binding proposal.
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
3,597,235,833
96.36
136,032,340
3.64
23,682,687
1,534,395,487
Glenn H. Hutchins
3,371,285,429
90.51
353,646,051
9.49
32,022,893
1,534,395,487
William E. Kennard
3,561,380,293
95.39
171,931,150
4.61
23,644,779
1,534,395,487
Stephen J. Luczo
3,645,596,908
97.67
87,080,730
2.33
24,276,406
1,534,395,487
Michael B. McCallister
3,593,981,602
96.28
138,731,206
3.72
24,246,818
1,534,395,487
Beth E. Mooney
3,537,491,336
94.73
196,732,079
5.27
22,712,515
1,534,395,487
Matthew K. Rose
3,537,337,601
94.77
195,356,997
5.23
24,265,032
1,534,395,487
John T. Stankey
3,640,067,752
97.49
93,750,605
2.51
23,135,254
1,534,395,487
Cynthia B. Taylor
3,571,391,999
95.63
163,153,717
4.37
22,396,985
1,534,395,487
Luis A. Ubiñas
3,436,848,028
92.07
295,841,190
7.93
24,256,389
1,534,395,487
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 also received the affirmative vote of a majority of the votes cast in a non-binding vote.
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
5,002,362,428
95.07
259,597,133
4.93
29,367,461
7,320
Advisory approval of executive compensation
3,355,139,344
90.34
358,803,449
9.66
42,987,370
1,534,402,306
3
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
Improve Executive Compensation Program
455,147,412
12.31
3,242,217,981
87.69
59,503,606
1,534,388,167
Independent Board Chairman
1,229,223,726
33.10
2,484,793,839
66.90
42,902,360
1,534,403,418
Political Congruency Report
1,636,948,519
44.12
2,073,038,138
55.88
46,945,324
1,534,403,418
Civil Rights and Non-Discrimination Audit
146,425,116
3.96
3,552,736,027
96.04
57,767,625
1,534,388,167
4
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 24, 2022
By: /s/ Stacey Maris
Stacey Maris
Senior Vice President - Deputy General Counsel and Secretary