AT&T (T) Proxy filing summary

Executive summary

• Achieved strong execution of investment-led, customer-centric strategy in 2025, expanding fiber and 5G networks and modernizing infrastructure, with a goal to discontinue legacy services by end of 2029.

• Returned $12.4 billion to stockholders 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 voting on key proposals.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms; all nominees are incumbents, with nine independent.

• Ratification of Ernst & Young LLP as independent auditors for 2026.

• Advisory approval of executive compensation (say-on-pay).

• Amendment to Restated Certificate of Incorporation to provide for officer exculpation under Delaware law.

• Approval of 2026 Incentive Plan, authorizing up to 130 million shares for equity and cash awards.

• Approval of amended Stock Purchase and Deferral Plan, increasing authorized shares and modifying matching contributions.

• Shareholder proposals: (1) Right to act by written consent (Board recommends AGAINST); (2) EEO-1 Report Disclosure Policy (Board recommends AGAINST).

Board of directors and corporate governance

• Board consists of ten directors, 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.

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

• Annual multi-step board and committee evaluations, with ongoing feedback and peer reviews.

• Stockholders owning 15% of shares can call special meetings; proxy access is available.