AT&T Inc.

05/21/2024 | Press release | Distributed by Public on 05/21/2024 14:08

Submission of Matters to a Vote of Security Holders - Form 8-K

ITEM 5.07

Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

The 2024 Annual Meeting of the stockholders of AT&T Inc. was held virtually on May 16, 2024. Stockholders representing 5,235,636,194 shares, or 72.99%, of the 7,173,434,903 common shares outstanding as of the March 18, 2024 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-bindingproposal.

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

3,728,169,501 97.60% 91,502,091 2.40% 95,550,829 1,320,409,493

Glenn H. Hutchins

3,394,858,086 93.29% 244,276,606 6.71% 276,091,822 1,320,409,493

William E. Kennard

3,695,292,840 97.42% 97,905,438 2.58% 122,022,569 1,320,409,493

Stephen J. Luczo

3,845,412,817 98.73% 49,275,223 1.27% 20,534,244 1,320,409,493

Marissa A. Mayer

3,843,909,354 98.59% 54,982,428 1.41% 16,330,382 1,320,409,493

Michael B. McCallister

3,726,936,257 97.59% 91,862,344 2.41% 96,427,621 1,320,409,493

Beth E. Mooney

3,663,490,372 96.68% 125,928,624 3.32% 125,803,425 1,320,409,493

Matthew K. Rose

3,724,846,213 97.69% 87,949,381 2.31% 102,430,978 1,320,409,493

John T. Stankey

3,825,831,879 98.54% 56,611,507 1.46% 32,781,676 1,320,409,493

Cynthia B. Taylor

3,810,982,262 98.52% 57,323,839 1.48% 46,916,320 1,320,409,493

Luis A. Ubiñas

3,686,872,721 97.33% 101,275,444 2.67% 127,078,074 1,320,409,493

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-bindingvote.

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

4,950,472,900 94.95% 263,037,301 5.05% 22,105,642 0

Advisory approval of executive compensation

3,502,972,766 90.27% 377,425,911 9.73% 34,824,006 1,320,409,493

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

746,399,709 19.20 % 3,141,669,686 80.80 % 27,156,812 1,320,409,493

Improve Clawback Policy for Unearned Pay for Each NEO

371,607,582 9.65 % 3,478,958,878 90.35 % 64,650,909 1,320,409,493

Report on Respecting Workforce Civil Liberties

90,119,198 2.36 % 3,735,548,745 97.64 % 89,558,685 1,320,409,493