votingresults.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
 


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of report (Date of earliest event reported) April 27, 2012

AT&T INC.
(Exact Name of Registrant as Specified in Charter)


Delaware
1-8610
43-1301883
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

                      208 S. Akard St., Dallas, Texas
75202
                        (Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (210) 821-4105


__________________________________
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








 
 
 

Item 5.07   Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

      The 2012 Annual Meeting of the stockholders of AT&T Inc. was held on April 27, 2012, in Salt Lake City, Utah. Stockholders representing 4,578,922,512 shares, or 77.57%, of the common shares outstanding as of the February 28, 2012, record date were present in person or were represented at the meeting by proxy.  Final voting results are shown below.
 
      Each matter was determined by a majority of votes cast, except as follows.  The advisory approval of executive compensation is a non-binding proposal, and the preference of the stockholders will be determined by the choice receiving the greatest number of votes.  Approval of the amendment to the certificate of incorporation required the affirmative vote of two-thirds of the outstanding shares.


Election of Directors
The following Directors were elected by the affirmative vote of a majority of the votes cast:
Nominees for Director
Votes Cast For
Votes Cast Against
Abstain
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
Randall Stephenson
3,264,015,770
96.44
120,646,213
3.56
25,467,464
1,168,755,086
Gilbert F. Amelio
3,263,933,256
96.36
123,175,684
3.64
23,010,196
1,168,755,086
Reuben V. Anderson
3,346,181,507
98.77
41,501,276
1.23
22,449,854
1,168,755,086
James H. Blanchard
3,279,824,450
96.81
108,048,461
3.19
22,256,013
1,168,755,086
Jaime Chico Pardo
3,335,930,804
98.49
51,221,193
1.51
22,981,630
1,168,755,086
James P. Kelly
3,350,705,807
98.90
37,413,654
1.10
22,015,969
1,168,755,086
Jon C. Madonna
3,346,440,889
98.79
40,914,221
1.21
22,776,290
1,168,755,086
John B. McCoy
3,267,894,530
96.46
119,914,834
3.54
22,327,362
1,168,755,086
Joyce M. Roché
3,321,503,533
98.03
66,862,005
1.97
21,776,184
1,168,755,086
Mathew K. Rose
3,262,476,074
96.29
125,614,957
3.71
22,058,589
1,168,755,086
Laura D’Andrea Tyson
3,318,773,666
97.93
70,256,343
2.07
21,117,631
1,168,755,086
 
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 is non-binding, and the preference of the stockholders was determined by the choice that received the greatest number of votes.
Proposal
Votes Cast For
Votes Cast Against
Abstain
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
    Ratification of appointment
       of Independent Auditors.
 
    Advisory approval of
       executive compensation.
 
4,483,171,035
 
 
3,125,690,786
 
98.40
 
 
93.22
 
72,841,995
 
 
227,450,559
 
1.60
 
 
6.78
 
22,880,359
 
 
57,006,090
 
N/A
 
 
1,168,755,086

Proposals Submitted by Board of Directors (continued from previous page)
The following proposal failed to receive the affirmative vote of two-thirds of the outstanding shares and was defeated.
 
Votes Cast For
Votes Cast Against
Abstain
Broker
Non-Votes
Proposal
Number
% of Out-standing Shares
  
Number
% of Out-standing Shares
    Amend certificate of
       incorporation.
3,004,287,867
50.90
367,945,894
6.88
37,880,378
1,168,755,086


Proposals Submitted by Stockholders
The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated.
Proposal
Votes Cast For
Votes Cast Against
  
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
Abstain
Political contributions report.
 
Limit wireless network
    management.
 
Independent board chairman.
1,259,282,604
 
 
187,122,110
 
1,476,353,053
38.56
 
 
5.87
 
43.83
2,006,420,113
 
 
3,000,714,179
 
1,892,153,208
61.44
 
 
94.13
 
56.17
144,348,312
 
 
222,220,689
 
41,630,272
1,168,755,086
 
 
1,168,755,086
 
1,168,755,086
 


 
 
 



Signature
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
            AT&T INC.
   
   
   
Date: May 2, 2012
By:    /s/ Ann Effinger Meuleman
          Ann Effinger Meuleman
          Senior Vice President and Secretary