AT&T (T) Proxy filing summary

Executive summary

• Achieved significant progress on investment-led, customer-centric strategy, expanding fiber and 5G networks and modernizing infrastructure, with a goal to discontinue legacy services by 2029.

• Returned $12.4 billion to shareholders via dividends and share repurchases, a 50% increase over the prior year.

• Board composition refreshed, welcoming Kelly Grier and maintaining a focus on diverse skills and backgrounds.

• Virtual annual meeting scheduled for May 14, 2026, with robust shareholder engagement and transparent communication.

Voting matters and shareholder proposals

• Board recommends FOR: election of 10 directors, ratification of Ernst & Young LLP as auditors, advisory approval of executive compensation, amendment for officer exculpation, 2026 Incentive Plan, and Stock Purchase and Deferral Plan.

• Board recommends AGAINST: shareholder proposals for right to act by written consent and EEO-1 report disclosure.

• Shareholder right to act by written consent proposal cites recent operational and regulatory challenges; Board argues existing governance is sufficient.

• EEO-1 disclosure proposal seeks workforce diversity transparency; Board asserts current disclosures are adequate and EEO-1 may be misleading.

Board of directors and corporate governance

• Board consists of 10 directors (9 independent), with an average tenure of 8 years, 40% female, and 20% people of color.

• Board leadership structure includes a combined Chairman/CEO and an Independent Lead Director.

• Committees (Audit, Human Resources, Governance and Policy, Corporate Development and Finance) are 100% independent.

• Annual multi-step board and committee evaluations, director compensation reviewed annually, and robust director stock ownership guidelines.