AT&T 8-K 2025-05-15

Filed 2025-05-19. 1 sections, 10K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) May 15, 2025

AT&T INC.

(Exact Name of Registrant as Specified in Charter)

Delaware001-0861043-1301883
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
208 S. Akard St., Dallas, Texas75202
(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))

Securities Registered Pursuant to Section 12(b) of the Act

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares (Par Value $1.00 Per Share)TNew York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series AT PRANew York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series CT PRCNew York Stock Exchange
AT&T Inc. Floating Rate Global Notes due March 6, 2025T 25ANew York Stock Exchange
AT&T Inc. 3.550% Global Notes due November 18, 2025T 25BNew York Stock Exchange
AT&T Inc. 3.500% Global Notes due December 17, 2025T 25New York Stock Exchange
AT&T Inc. 0.250% Global Notes due March 4, 2026T 26ENew York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 5, 2026T 26DNew York Stock Exchange
AT&T Inc. 2.900% Global Notes due December 4, 2026T 26ANew York Stock Exchange
AT&T Inc. 1.600% Global Notes due May 19, 2028T 28CNew York Stock Exchange
AT&T Inc. 2.350% Global Notes due September 5, 2029T 29DNew York Stock Exchange
AT&T Inc. 4.375% Global Notes due September 14, 2029T 29BNew York Stock Exchange
AT&T Inc. 2.600% Global Notes due December 17, 2029T 29ANew York Stock Exchange
AT&T Inc. 0.800% Global Notes due March 4, 2030T 30BNew York Stock Exchange
AT&T Inc. 3.150% Global Notes due June 1, 2030T 30CNew York Stock Exchange
AT&T Inc. 3.950% Global Notes due April 30, 2031T 31FNew York Stock Exchange
AT&T Inc. 2.050% Global Notes due May 19, 2032T 32ANew York Stock Exchange
AT&T Inc. 3.550% Global Notes due December 17, 2032T 32New York Stock Exchange
AT&T Inc. 3.600% Global Notes due June 1, 2033T 33ANew York Stock Exchange
AT&T Inc. 5.200% Global Notes due November 18, 2033T 33New York Stock Exchange
AT&T Inc. 3.375% Global Notes due March 15, 2034T 34New York Stock Exchange
AT&T Inc. 4.300% Global Notes due November 18, 2034T 34CNew York Stock Exchange
AT&T Inc. 2.450% Global Notes due March 15, 2035T 35New York Stock Exchange
AT&T Inc. 3.150% Global Notes due September 4, 2036T 36ANew York Stock Exchange
AT&T Inc. 4.050% Global Notes due June 1, 2037T 37BNew York Stock Exchange
AT&T Inc. 2.600% Global Notes due May 19, 2038T 38CNew York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 14, 2039T 39BNew York Stock Exchange
AT&T Inc. 7.000% Global Notes due April 30, 2040T 40New York Stock Exchange
AT&T Inc. 4.250% Global Notes due June 1, 2043T 43New York Stock Exchange
AT&T Inc. 4.875% Global Notes due June 1, 2044T 44New York Stock Exchange
AT&T Inc. 4.000% Global Notes due June 1, 2049T 49ANew York Stock Exchange
AT&T Inc. 4.250% Global Notes due March 1, 2050T 50New York Stock Exchange
AT&T Inc. 3.750% Global Notes due September 1, 2050T 50ANew York Stock Exchange
AT&T Inc. 5.350% Global Notes due November 1, 2066TBBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

The 2025 Annual Meeting of the stockholders of AT&T Inc. was held virtually on May 15, 2025. Stockholders representing 5,478,193,265 shares, or 76.08%, of the 7,200,741,471 common shares outstanding as of the March 17, 2025, 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.

Election of Directors

The following Directors were elected by the affirmative vote of a majority of the votes cast.

Votes Cast ForVotes Cast Against
Nominee for DirectorNumber% of Votes CastNumber% of Votes CastAbstainBroker Non-Votes
Scott T. Ford4,036,839,64593.79%267,402,3806.21%12,874,3281,161,059,537
William E. Kennard4,108,300,72695.51%193,172,6684.49%15,651,6681,161,059,537
Stephen J. Luczo4,276,870,67799.37%27,066,4650.63%13,183,8521,161,059,537
Marissa A. Mayer4,246,045,70198.66%57,462,5791.34%13,607,4241,161,059,537
Michael B. McCallister4,031,859,85593.68%271,945,7876.32%13,321,9091,161,059,537
Beth E. Mooney4,001,514,20793.02%300,314,6456.98%15,302,3251,161,059,537
Matthew K. Rose4,021,860,73293.44%282,160,4416.56%13,101,0731,161,059,537
John T. Stankey3,940,172,15691.54%364,358,6138.46%12,599,2061,161,059,492
Cynthia B. Taylor4,139,659,10996.16%165,319,6473.84%12,153,7811,161,059,537
Luis A. Ubiñas4,131,566,90096.07%169,195,7893.93%16,359,4921,161,059,537

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 also received the affirmative vote of a majority of the votes cast in a non-binding vote.

Votes Cast ForVotes Cast Against
ProposalNumber% of Votes CastNumber% of Votes CastAbstainBroker Non-Votes
Ratification of the appointment of Independent Auditors5,115,883,64093.67%345,797,9736.33%16,509,6970
Advisory approval of executive compensation3,872,588,70490.72%396,253,6709.28%48,283,6111,161,059,537

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 19, 2025By:/s/ Stacey Maris
Stacey Maris
Senior Vice President, Secretary and Chief Privacy Officer