AT&T INC.
For the period ended May 16, 2024. Filed Apr 4, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
Contents
SUMMARY
Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting.
2024 ANNUAL MEETING INFORMATION
| Time 3:30 p.m. Central time | Date Thursday May 16, 2024 | Place meetnow.global/ATT2024 |
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ATTENDING THE MEETING
You may access the meeting by going to meetnow.global/ATT2024 and following the prompts, which will ask you for your control number, on your Proxy Card or your Notice of
Internet Availability. If you do not have a control number, contact your broker for access or follow the instructions sent with your proxy materials.
AGENDA AND VOTING RECOMMENDATIONS
| Management Proposals: | Board Recommendation | Page |
|---|---|---|
| 1 - Election of Directors | FOR each nominee | 3 |
| 2 - Ratification of Ernst & Young LLP as auditors for 2024 | FOR | 10 |
| 3 - Advisory Approval of Executive Compensation | FOR | 11 |
| Stockholder Proposals: | ||
| 4 - Independent Board Chairman | AGAINST | 12 |
| 5 - Improve Clawback Policy for Unearned Pay for Each NEO | AGAINST | 14 |
| 6 - Report on Respecting Workforce Civil Liberties | AGAINST | 16 |
CORPORATE GOVERNANCE HIGHLIGHTS
We are committed to strong corporate governance policies that promote the long-term interests of stockholders, strengthen Board and management accountability, and build on our environmental, social and governance leadership. The Corporate Governance section beginning on page 20 describes our governance framework, which includes the following highlights:
Independent Chairman
Ten Independent Director Nominees
Demonstrated Board refreshment and diversity
Independent Audit, Human Resources, and Governance and Policy Committees
Regular sessions of non-management Directors
Annual election of Directors by majority vote
Long-standing commitment to sustainability
Stockholder right to call special meetings
Restitution and Clawback Policies
Proxy Access
| 2024 PROXY | SUM1 | AT&T INC. |
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2024 Proxy Statement Summary
DIRECTOR TENURE AND DIVERSITY
We are committed to strong corporate governance that directly aligns with our long-term strategy. We are focused on building a Board that reflects diverse perspectives, with directors who bring significant expertise in key areas supporting AT&T’s purpose and evolved strategy. The ongoing refreshment of the Board promotes the long-term interests of stockholders, strengthens Board and management accountability, and builds on our environmental, social and governance leadership.
| DIRECTORS AND NOMINEES* | ||
| TENURE | GENDER | RACE / ETHNICITY |
|---|
| Name | Gender | Race/ Ethnicity | DirectorSince |
|---|---|---|---|
| SCOTT T. FORD | M | W | 2012 |
| GLENN H. HUTCHINS | M | W | 2014 |
| WILLIAM E. KENNARD | M | B | 2014 |
| STEPHEN J. LUCZO | M | W | 2019 |
| MARISSA A. MAYER | F | W | 2024 |
| MICHAEL B. MCCALLISTER | M | W | 2013 |
| BETH E. MOONEY | F | W | 2013 |
| MATTHEW K. ROSE | M | W | 2010 |
| JOHN T. STANKEY | M | W | 2020 |
| CYNTHIA B. TAYLOR | F | W | 2013 |
| LUIS A. UBIÑAS | M | H | 2021 |
*All Directors are nominated forre-election. All Director nominees are independent, except for Mr. Stankey.
Key: F – Female; M – Male; B – Black or African American; H – Hispanic; W – White
| AT&T INC. | SUM2 | 2024 PROXY |
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2024 Proxy Statement Summary
STOCKHOLDER ENGAGEMENT
AT&T has a long history of engaging with our stockholders, reaching out to our investors each spring and fall to discuss an array of topics. We believe it is important for our governance process to have meaningful engagement with our stockholders and understand their perspectives on corporate governance, executive compensation, and other issues that are important to them. These engagements help to inform our Board’s approach to governance, compensation, and oversight of sustainability initiatives. The Company also provides online reports designed to increase transparency on issues of importance to our investors, including sustainability, diversity, political contributions and privacy, as well as the Proxy Statement and Annual Report.
In the spring and fall of 2023, members of management and our Board Chairman, William Kennard, engaged with stockholders representing 29% of institutional shares outstanding on a variety of strategy, business performance and governance topics. Specifically, stockholders expressed interest in Board composition and how the collective skillset of our Board has evolved to support strategic priorities, and stockholders continued to express support for our approach to Board leadership and governance practices which promote independent Board oversight and management of risk. We also discussed our sustainability strategy’s alignment to business priorities and our executive compensation program and philosophy, which stockholders expressed continued support for. No further changes are anticipated for our 2024 compensation programs.
| • | SCOPE OF OUTREACH IN 2023: We reached out to stockholders representing more than 34% of shares outstanding, or more than 60% of shares held by institutional investors. |
| • | SCOPE OF ENGAGEMENT IN 2023: In the spring and fall of 2023 we engaged with stockholders representing approximately 20% of shares outstanding, or approximately 46% of shares held by institutional investors who accepted our request for a meeting. |
| 2024 PROXY | SUM3 | AT&T INC. |
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2024 Proxy Statement Summary
SUSTAINABILITY HIGHLIGHTS
The issues we manage under our Corporate Responsibility umbrella represent risks, opportunities and important external impacts we consider in our strategy and operations. Our approach is integrated into our business through Board of Directors oversight, officer-level leadership across relevant departments, and collaboration among dedicated teams of corporate responsibility professionals and subject-matter experts throughout the Company. Pages 31-35 detail how our integrated approach delivers long-term value for AT&T and positive social and environmental impact for our stakeholders.
A sample of independent assessment organizations recognizing our approach and performance is provided on the inside back cover.
SELECT HIGHLIGHTS:
GOVERNANCE
| Board oversight (page 31) | • The Governance and Policy Committee (GPC) has direct oversight of environmental, social and governance (ESG) strategy, related policies, programs and ESG reporting. Two other Board committees supplement ESG oversight as needed, the Audit Committee and the Human Resources Committee. |
|---|---|
| Political engagement transparency (page 32) | • In 2023, our leadership in political engagement transparency was again recognized via independent third-party analysis. Additionally, we prepared and published our first Political Congruency Report, which provides insight into the congruency of votes made by recipients of political contributions from AT&T and from the AT&T Employee PACs with our Political and Corporate Sustainability Priorities. |
ENVIRONMENTAL
| Net zero emissionsby 2035 (page 33) | • Through 2023, we are on track toward our science-based target to reduce Scope 1 and 2 emissions 63% by the end of 2030, and our goal for net zero Scope 1 and 2 emissions by year-end 2035. |
|---|---|
| Supplier and customer emissions reductions (page 34) | • Through 2023, we continued toward our Gigaton Goal to equip business customers with connectivity solutions that cumulatively avoid a gigaton of GHG emissions by the end of 2035. • More than 50% of suppliers (by spend) have set their own science-based targets – achieving our supplier climate engagement target for the second consecutive year. |
| Community resilience (page 33) | • In collaboration with the Federal Emergency Management Agency and Argonne National Laboratory, we enhanced and grew awareness of the Climate Risk and Resilience Portal, which provides emergency managers and community leaders with critical climate data so they can better understand and address the future impacts of climate change. |
COMMUNITY IMPACT
| $2B commitment to address the digital divide (page 34) | • In 2023, we completed our $2B commitment to help close the digital divide. We also are on-track toward our 2025 goal to reach 1 million people through AT&T Connected Learning®. Through the end of 2023 we launched 34 AT&T Connected Learning Centers® in neighborhoods facing barriers to connectivity. We anticipate launching more than 50 total AT&T Connected Learning Centers by the end of 2024. • We enabled more low-income households to access low-cost broadband service offerings with our Access from AT&T service and through participation in the Federal Communications Commission’s (FCC’s) Affordable Connectivity Program (ACP). |
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| A welcoming and inclusive workforce (page 35) | • AT&T focuses efforts in three primary areas: 1) Diversifying our talent pipeline, 2) Enabling all talent to thrive, and 3) Strengthening our inclusive culture. To accomplish these goals, we regularly explore ways to tailor talent searches to attract a broader array of qualified applicants, provide key talent with opportunities and exposure to senior leaders, and develop our people leaders with inclusive leadership skills that help them build an ecosystem where all employees can feel a sense of belonging. |
| AT&T INC. | SUM4 | 2024 PROXY |
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Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.