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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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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 19, 2021, Randall Stephenson, Executive Chairman of the Board of Directors (the “Board”) of AT&T Inc. (the “Company”), notified the Company that he will retire on January 21, 2021.
In connection with Mr. Stephenson’s retirement, the Company has entered into a one-year Consulting Services Agreement with Mr. Stephenson (the “Agreement”), dated January 20, 2021.
In exchange for such consulting services, the Company will (a) pay Mr. Stephenson $1,000,000 in total, payable in four equal installments of $250,000 and (b) amend the terms of Mr. Stephenson’s undistributed performance share grants under the Company’s 2018 Incentive Plan to provide that the automatic proration of such grants shall not apply upon Mr. Stephenson’s retirement and that Mr. Stephenson shall be eligible for full distribution of such grants after the applicable three (3) year performance period. In addition, the Agreement provides certain benefits to Mr. Stephenson including reimbursement for his reasonable expenses incurred in rendering any requested services and the same communications concession for his office as the Company provides for his residence.
The Agreement also contains various covenants, including restrictive covenants relating to non-competition, non-solicitation and confidentiality.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit:
| 10.1 | Consulting Services Agreement dated January 20, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: January 25, 2021 | By: | /s/ Stacey Maris | ||||
| Stacey Maris | ||||||
| Senior Vice President, Deputy General Counsel and Secretary | ||||||
