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, 2018


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):


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

Page 1

Item 5.07   Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

      The 2018 Annual Meeting of the stockholders of AT&T Inc. was held on April 27, 2018, in Dallas, Texas. Stockholders representing 5,022,976,621 shares, or 81.75%, of the 6,144,290,092 common shares outstanding as of the February 27, 2018, 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 that the advisory approval of executive compensation was a non-binding proposal and the preference of the stockholders was determined by the choice receiving the greatest number of votes.  


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 L. Stephenson
3,281,108,974
95.70
147,290,069
4.30
32,461,321
1,562,103,986
             
Samuel A. Di Piazza, Jr.
3,388,605,046
98.58
48,748,709
1.42
23,502,924
1,562,103,986
             
Richard W. Fisher
3,399,965,939
98.91
37,431,858
1.09
23,460,773
1,562,103,986
             
Scott T. Ford
3,334,418,629
97.01
102,766,546
2.99
23,668,144
1,562,103,986
             
Glenn H. Hutchins
3,402,663,398
98.99
34,593,291
1.01
23,603,777
1,562,103,986
             
William E. Kennard
3,381,947,336
98.39
55,481,382
1.61
23,422,638
1,562,103,986
             
Michael B. McCallister
3,341,989,824
97.24
95,021,974
2.76
23,836,530
1,562,103,986
             
Beth E. Mooney
3,405,728,857
99.04
33,180,015
0.96
21,937,399
1,562,103,986
             
Joyce M. Roché
3,240,994,788
94.26
197,262,721
5.74
22,587,497
1,562,103,986
             
Matthew K. Rose
3,329,089,204
96.86
107,887,077
3.14
23,872,795
1,562,103,986
             
Cynthia B. Taylor
3,386,584,263
98.48
52,132,865
1.52
22,151,758
1,562,103,986
             
Laura D'Andrea Tyson
3,311,427,574
96.29
127,457,186
3.71
21,982,030
1,562,103,986
             
Geoffrey Y. Yang
3,333,723,861
97.00
102,931,902
3.00
24,214,846
1,562,103,986
             
 

Page 2


Proposals Submitted by Board of Directors
The ratification of the appointment of Independent Auditors, the approval of the Stock Purchase and Deferral Plan, and the approval of the 2018 Incentive Plan each received the affirmative vote of a majority of the votes cast and were 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
4,862,139,068
97.37
131,166,133
2.63
29,626,802
NA
             
Advisory approval of executive compensation
3,075,975,652
90.14
336,478,570
9.86
48,399,129
1,562,103,986
             
Approve Stock Purchase and Deferral Plan
3,303,297,093
96.58
117,087,483
3.42
40,469,328
1,562,103,986
             
Approve 2018 Incentive Plan
3,132,002,849
91.72
282,564,411
8.28
46,298,795
1,562,103,986
             


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
Prepare Lobbying Report
1,134,759,389
34.26
2,177,021,737
65.74
149,013,571
1,562,103,986
             
Modify Proxy Access Requirements
972,206,565
28.61
2,425,409,446
71.39
63,170,045
1,562,103,986
             
Independent Chair
1,295,124,220
37.99
2,114,175,799
62.01
51,527,822
1,562,103,986
             
Reduce Vote Required for Written Consent
1,315,811,096
38.70
2,083,805,024
61.30
61,209,069
1,562,103,986
             



Page 3



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 1, 2018
By:
/s/ Stacey Maris                                                        
 
Stacey Maris
 
Senior Vice President – Assistant
General Counsel and Secretary