UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, on May 14, 2026, AT&T Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders approved the 2026 Incentive Plan (the “Incentive Plan”) and an amendment and restatement of the Company’s Stock Purchase and Deferral Plan (the “Deferral Plan”).
A description of the Incentive Plan is contained under the heading “Item No. 5 - Approve 2026 Incentive Plan” on pages 12-16 of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 23, 2026, and a description of the Deferral Plan is contained under the heading “Item No. 6 - Approve Stock Purchase and Deferral Plan” on pages 17-19 of the Proxy Statement. Each description is hereby incorporated herein by reference and is qualified in its entirety by reference to the full text of the Incentive Plan and the Deferral Plan contained in Annex C and Annex D, respectively, to the Proxy Statement.
| ITEM 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 15, 2026, the Company filed a Certificate of Elimination with the Secretary of State of Delaware to eliminate its Fixed Rate Reset Perpetual Preferred Securities, Series B (the “Certificate of Elimination”). The Certificate of Elimination became effective upon filing with the Secretary of State.
As described in Item 5.07 below, at the 2026 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to exculpate certain officers from personal liability for breach of fiduciary duties to the extent permitted by the Delaware General Corporation Law (the “Exculpation Amendment”). On May 15, 2026, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect the Exculpation Amendment. The Certificate of Amendment became effective upon filing with the Secretary of State. Also, on May 15, 2026, the Company filed a Restated Certificate of Incorporation with the Secretary of State of Delaware to integrate the Certificate of Elimination, the Exculpation Amendment and the Certificates of Designations for the Company’s 5.000% Perpetual Preferred Stock, Series A and 4.750% Perpetual Preferred Stock, Series C. The Restated Certificate of Incorporation became effective upon filing with the Secretary of State, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
The 2026 Annual Meeting was held virtually on May 14, 2026. Stockholders representing 5,400,114,389 shares, or 77.34%, of the 6,982,145,528 common shares outstanding as of the March 16, 2026, record date, attended the meeting, or were represented 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 approval of the amendment to the Restated Certificate of Incorporation was determined by the vote of the majority of the outstanding shares entitled to vote.
Election of Directors
The following Directors were elected by the affirmative vote of a majority of the votes cast.
| Votes Cast For | Votes Cast Against | |||||||||||||||||||||||
| Nominee for Director | Number | % of Votes Cast |
Number | % of Votes Cast |
Abstain | Broker Non-Votes |
||||||||||||||||||
Kelly J. Grier |
4,281,907,545 | 98.70 | % | 56,469,444 | 1.30 | % | 12,594,581 | 1,049,141,260 | ||||||||||||||||
William E. Kennard |
4,194,745,687 | 96.69 | % | 143,384,724 | 3.31 | % | 12,842,470 | 1,049,141,260 | ||||||||||||||||
Stephen J. Luczo |
4,309,168,532 | 99.34 | % | 28,573,218 | 0.66 | % | 13,227,598 | 1,049,141,260 | ||||||||||||||||
Marissa A. Mayer |
4,282,065,765 | 98.72 | % | 55,528,589 | 1.28 | % | 13,371,649 | 1,049,141,260 | ||||||||||||||||
Michael B. McCallister |
4,123,634,725 | 95.07 | % | 213,872,040 | 4.93 | % | 13,465,301 | 1,049,141,260 | ||||||||||||||||
Beth E. Mooney |
4,067,807,689 | 93.76 | % | 270,652,926 | 6.24 | % | 12,502,555 | 1,049,141,260 | ||||||||||||||||
Matthew K. Rose |
4,037,669,756 | 93.08 | % | 300,177,766 | 6.92 | % | 13,123,859 | 1,049,141,260 | ||||||||||||||||
John T. Stankey |
4,093,171,368 | 94.35 | % | 245,068,142 | 5.65 | % | 12,730,731 | 1,049,141,260 | ||||||||||||||||
Cynthia B. Taylor |
4,093,962,194 | 94.37 | % | 244,461,684 | 5.63 | % | 12,545,470 | 1,049,141,260 | ||||||||||||||||
Luis A. Ubiñas |
4,211,188,992 | 97.19 | % | 121,703,086 | 2.81 | % | 18,077,299 | 1,049,141,260 |
Proposals Submitted by Board of Directors
The ratification of the appointment of Independent Auditors, the 2026 Incentive Plan and the Deferral Plan each received the affirmative vote of a majority of the votes cast and was passed. The advisory approval of executive compensation also received the affirmative vote of a majority of the votes cast in a non-binding vote.
| Votes Cast For | Votes Cast Against | |||||||||||||||||||||||
| Proposal | Number | % of Votes Cast |
Number | % of Votes Cast |
Abstain | Broker Non-Votes |
||||||||||||||||||
Ratification of the appointment of Independent Auditors |
5,022,040,241 | 93.27 | % | 362,594,105 | 6.73 | % | 15,479,929 | 0 | ||||||||||||||||
Advisory approval of executive compensation |
4,017,538,569 | 93.06 | % | 299,506,889 | 6.94 | % | 33,921,494 | 1,049,141,260 | ||||||||||||||||
Approve 2026 Incentive Plan |
4,156,277,387 | 96.23 | % | 162,857,946 | 3.77 | % | 31,827,846 | 1,049,141,260 | ||||||||||||||||
Approve Stock Purchase and Deferral Plan |
4,272,534,090 | 98.68 | % | 57,324,442 | 1.32 | % | 21,114,597 | 1,049,141,260 | ||||||||||||||||
The amendment to the Restated Certificate of Incorporation received the affirmative vote of the majority of the outstanding shares entitled to vote and was passed.
| Votes Cast For | Votes Cast Against | |||||||||||||||||||||||
| Proposal | Number | % of Outstanding Shares |
Number | % of Outstanding Shares |
Abstain | Broker Non-Votes |
||||||||||||||||||
Approve Amendment to Restated Certificate of Incorporation to Provide for Officer Exculpation |
3,770,345,319 | 53.99 | % | 555,648,645 | 7.96 | % | 24,976,560 | 1,049,141,260 | ||||||||||||||||
Proposals Submitted by Stockholders
The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated.
| Votes Cast For | Votes Cast Against | |||||||||||
| Proposals | Number | % of Votes Cast |
Number | % of Votes Cast |
Abstain | Broker Non-Votes | ||||||
| Shareholder Right to Act by Written Consent | 1,382,165,742 | 32.03% | 2,933,562,186 | 67.97% | 35,233,249 | 1,049,141,260 | ||||||
| EEO-1 Report Disclosure Policy | 1,214,767,294 | 28.70% | 3,017,333,740 | 71.30% | 118,857,290 | 1,049,141,260 | ||||||
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| (d) | Exhibits | |
| 3.1 | Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on May 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 20, 2026 | By: | /s/ Stacey Maris | ||||
| Stacey Maris | ||||||
| Senior Vice President, Secretary and Chief Privacy Officer | ||||||