AT&T INC.
For the period ended May 15, 2025. Filed Apr 4, 2025.
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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 15, 2025 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
AT&T Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
To Our Stockholders
IT’S A PLEASURE TO INVITE YOU TO OUR 2025 ANNUAL MEETING OF STOCKHOLDERS. I HOPE YOU CAN JOIN US VIRTUALLY ON THURSDAY, MAY 15, 2025 AT 3:30 P.M. CENTRAL TIME.
| Letter from the Chairman and CEO | Letter from the Independent Lead Director |
|---|---|
| Dear Stockholders: It is a pleasure to invite you to our 2025 Annual Meeting of Stockholders, which will be held virtually on Thursday, May 15, 2025, at 3:30 p.m., Central time. At the end of 2024, we unveiled our bold, multi-year strategic plan highlighted by continued profitable 5G and fiber subscriber growth. As we grow, we remain committed to our goal of being the best connectivity provider in America while fueling enhanced shareholder returns. I am proud of the progress we have made on our journey over the last four years and am optimistic and excited about our future, including as I step into my new role. We remain focused on growing our business in the right way with an investment-led strategy and customer-centric approach. This includes modernizing and expanding our network to serve as a platform for new products and GenAI innovation and simultaneously pursuing strategic objectives that will allow us to offer the best value, greater personalization, and security for our customers. As part of our efforts to build the network of the future, we are actively working to exit legacy copper network operations across the large majority of our wireline footprint by the end of 2029. All the while, we are continuing to prioritize returning financial capacity to you – our stockholders – through dividends and share repurchases. I look forward to continued partnership with Bill Kennard in his role as Independent Lead Director as we execute on our new strategic and capital allocation plan to seize opportunities in the market and unlock new capabilities. AT&T has always been committed to sound corporate governance that directly aligns to our long-term strategy and serves to protect the best interests of our stakeholders, and I am honored to serve as the Board’s Chairman through this next chapter in our Company’s history. We are excited to share updates at this year’s Annual Meeting – thank you for your support and investment in AT&T. Sincerely, John Stankey | Dear Stockholders: As AT&T’s Independent Lead Director, I am proud to continue our long-standing practice of strong, efficient and independent oversight of AT&T’s strategy. Earlier this year, the Board unanimously elected John Stankey to the role of Board Chairman to support the next phase of AT&T’s growth. We firmly believe this is the optimal and appropriate governance structure for the Company and its stockholders at this time as we execute on the goals set at our December 2024 Analyst & Investor Day. We have also continued to evaluate and refresh our Board composition thoughtfully over time to ensure that we possess the right mix of skills, experience, and backgrounds to oversee AT&T as we embark on this new strategy. Our directors collectively bring significant expertise in key areas supporting AT&T’s purpose and evolved strategy and promote the long-term interests of stockholders. I would also like to thank Glenn Hutchins, who is not standing for re-election at this year’s Annual Meeting, for his service on the AT&T Board. I encourage you to read more in this year’s proxy statement about AT&T’s commitment to, and progress toward, becoming the premier provider of connectivity services, transforming the way people live, work and learn. On behalf of the full Board, thank you for your continued confidence in AT&T. Sincerely, Bill Kennard |
AT&T Inc. One AT&T Plaza Whitacre Tower 208 S. Akard Street Dallas, TX 75202
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of AT&T Inc.:
The 2025 Annual Meeting of Stockholders of AT&T Inc. will be conducted virtually on the Internet. There will be noin-person meeting.
| When: | 3:30 p.m. Central time Thursday, May 15, 2025 |
|---|---|
| Web Address: | meetnow.global/ATT2025 |
The purpose of the annual meeting is to consider and act on the following:
| 1. | Election of Directors |
| 2. | Ratification of Ernst & Young LLP as independent auditors |
| 3. | Advisory approval of executive compensation |
| 4. | Any other business that may properly come before the meeting, including stockholder proposals |
Holders of AT&T Inc. common stock of record at the close of business on March 17, 2025, are entitled to vote at the meeting and at any adjournment of the meeting.
By Order of the Board of Directors.
Stacey Maris
Senior Vice President, Secretary
and Chief Privacy Officer
April 4, 2025
YOUR VOTE IS IMPORTANT Please promptly sign, date and return your proxy card or voting instruction form, or submit your proxy and/or voting instructions by telephone or through the Internet so that a quorum may be represented at the meeting. Any person giving a proxy has the power to revoke it at any time, and stockholders who virtually attend the meeting may withdraw their proxies and vote electronically at the meeting.
ATTENDING THE MEETING A Stockholder of Record or a Beneficial Stockholder may access the meeting at meetnow.global/ATT2025 by following the prompts, which will ask for the Stockholder’s control number, which is shown in a box on the Proxy Card or Notice of Internet Availability of Proxy Materials. More information about accessing the meeting is provided on the next page.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025: The Proxy Statement and Annual Report to Stockholders are available at www.edocumentview.com/att
Attending the Meeting
The Record Date for AT&T’s 2025 Annual Meeting of Stockholders is March 17, 2025.
Stockholders of Record (shares are registered in your name)
If you were a Stockholder of Record of AT&T common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit meetnow.global/ATT2025 and follow the prompts, which will ask you to enter your control number. The control number is on your Proxy Card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.
Beneficial Stockholders (shares are held in the name of a bank, broker, or other institution)
If you were a beneficial stockholder of AT&T common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit meetnow.global/ATT2025 and use your control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial stockholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
401(k) Plan Participants
If you are a participant in the AT&T Retirement Savings Plan, the AT&T Savings and Security Plan, the AT&T Puerto Rico Retirement Savings Plan, or the BellSouth Savings and Security Plan, and if you participated in the AT&T shares fund on the record date, you are eligible to listen to the meeting via the webcast and submit questions at the meeting. You may access the meeting and submit questions in the same manner as Stockholders of Record. Because plan participants may submit voting instructions only through the plan trustee or administrator, voting instructions must be submitted on or before May 12, 2025.
Guests
The meeting will also be available to the general public at the following link: meetnow.global/ATT2025. Please note that guests will not have the ability to ask questions or vote.
Asking Questions
If you are a Stockholder of Record, a Beneficial Stockholder, or 401(k) Plan Participant, you may submit questions in writing during the meeting through the meeting portal at meetnow.global/ATT2025 using your control number. In addition, you may submit questions beginning three days before the day of the meeting by going to meetnow.global/ATT2025. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Our stockholder relations team will answer questions related to individual stockholders separately. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.
Stockholder Proponents
Only stockholders who have submitted proposals pursuant to AT&T’s Bylaws may have a proposal submitted at the meeting. Unless otherwise determined by the Chairman of the meeting, each proponent will be permitted topre-record the introduction of their proposal. The introduction must be relevant to the proposal and, of course, may not otherwise be inappropriate.
Control Number
Your control number appears on your Proxy Card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
Technical Support
If you encounter any difficulties accessing the virtual meeting during thecheck-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.
Voting Results
The voting results of the Annual Meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations area of our website at investors.att.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.