2017 Proxy Statement | 1 | Proxy Statement Summary
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Notice of AT&T Inc. 2017 Annual Meeting of Stockholders and Proxy Statement AT&T Inc. One AT&T Plaza Whitacre Tower 208 S. Akard Street Dallas, TX 75202 NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT To the holders of Common Stock of AT&T Inc.: Your Vote is Important The 2017 annual meeting of stockholders of AT&T Inc. Please sign, date and return your proxy card or submit will be held as follows: your proxy and/or voting instructions by telephone or through the Internet promptly so that a quorum may be When: 9:00 a.m. local time, Friday, April 28, 2017 represented at the meeting. Any person giving a proxy Where: Dallas City Performance Hall has the power to revoke it at any time, and stockholders 2520 Flora Street who are present at the meeting may withdraw their Dallas, TX 75201 proxies and vote in person. The purpose of the annual meeting is to consider and Attending the Meeting take action on the following: If you plan to attend the meeting in person, please vote 1. Election of Directors your proxy and bring the admission ticket (attached to the proxy card or the Annual Meeting Notice) to the 2. Ratification of Ernst & Young LLP as independent Annual Meeting. If you do not have an admission ticket auditors or if you hold your shares in the name of a bank, broker, or other institution, you may obtain admission to the 3. Advisory approval of executive compensation meeting by presenting proof of your ownership of AT&T 4. Advisory approval of frequency of vote on executive stock as of February 28, 2017 (the record date). compensation Important Notice Regarding the Availability of Proxy 5. Any other business that may properly come before the Materials for the Stockholder Meeting To Be Held on meeting, including certain stockholder proposals April 28, 2017: Holders of AT&T Inc. common stock of record at the close The proxy statement and annual report to security of business on February 28, 2017, are entitled to vote at holders are available at www.edocumentview.com/att the meeting and any adjournment of the meeting. Please sign, date, and return your proxy card or submit your proxy and/or voting instructions by telephone or through the Internet promptly so that a quorum may be represented at the meeting. Any person giving a proxy has the power to revoke it at any time, and stockholders who are present at the meeting may withdraw their proxies and vote in person. By Order of the Board of Directors. Stacey Maris Senior Vice President – Assistant General Counsel and Secretary March 10, 2017 | i | Information About the Meeting and Voting Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on April 28, 2017: The proxy statement and annual report to security holders are available at www.edocumentview.com/att. Table of Contents Proxy Statement Summary 2 Information About the Meeting and Voting 4 Voting Items 7 Management Proposals 1. Election of Directors .......................................................................................... 7 2. Ratification of the Appointment of Ernst & Young LLP as Independent Auditors ................................. 17 3. Advisory Approval of Executive Compensation ................................................................. 18 4. Advisory Approval of Frequency of Vote on Executive Compensation ........................................... 19 Stockholder Proposals 5. Prepare Political Spending Report ............................................................................. 20 6. Prepare Lobbying Report ..................................................................................... 22 7. Modify Proxy Access Requirements ............................................................................ 24 8. Reduce Vote Required for Written Consent .................................................................... 26 Corporate Governance 27 Board Committees .............................................................................................. 31 Related Persons Transactions Disclosure ......................................................................... 34 Director Compensation .......................................................................................... 35 Common Stock Ownership ....................................................................................... 38 Audit Committee 40 Compensation 42 Compensation Discussion and Analysis ........................................................................... 42 Executive Compensation Tables .................................................................................. 70 Other Information 85 Annex A-1 Please sign, date and return your proxy card or submit your proxy and/or voting instructions by telephone or through the Internet promptly so that a quorum may Your Vote is Important be represented at the meeting. Any person giving a proxy has the power to revoke it at any time, and stockholders who are present at the meeting may withdraw their proxies and vote in person. AT&T 2017 Proxy Statement | 1 | Proxy Statement Summary Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting. Attending the Annual Meeting of Stockholders If you plan to attend the meeting in person, please vote your proxy and bring the admission ticket (attached to the proxy card or the Annual Meeting Notice) to the Annual Meeting. If you do not have an admission ticket or if you hold your shares in the name of a bank, broker, or other institution, you may obtain admission to the meeting by presenting proof of your ownership of AT&T stock as of February 28, 2017 (the record date). Agenda and Voting Recommendations Item Description Board Recommendation Page 1 Election of Directors FOR each nominee 7 2 Ratification of Ernst & Young LLP as auditors for 2017 FOR 17 3 Advisory Approval of Executive Compensation FOR 18 4 Advisory Approval of Frequency of Vote on Executive Compensation FOR every year 19 5 Stockholder Proposal: Prepare Political Spending Report AGAINST 20 6 Stockholder Proposal: Prepare Lobbying Report AGAINST 22 7 Stockholder Proposal: Modify Proxy Access Requirements AGAINST 24 8 Stockholder Proposal: Reduce Vote Required for Written Consent AGAINST 26 Director Nominees* Director Name Age Since Principal Occupation Randall L. Stephenson 56 2005 Chairman, CEO, and President, AT&T Inc. Samuel A. Di Piazza, Jr. 66 2015 Retired Global CEO, PricewaterhouseCoopers International Limited Richard W. Fisher 67 2015 Former President and CEO, Federal Reserve Bank of Dallas Scott T. Ford 54 2012 Member and CEO, Westrock Group, LLC Glenn H. Hutchins 61 2014 Chairman, North Island and Co-Founder, Silver Lake William E. Kennard 60 2014 Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission Michael B. McCallister 64 2013 Retired Chairman and CEO, Humana Inc. Beth E. Mooney 62 2013 Chairman and CEO, KeyCorp Joyce M. Roché 69 1998 Retired President and CEO, Girls Inc. Matthew K. Rose 57 2010 Chairman and CEO, Burlington Northern Santa Fe, LLC Cynthia B. Taylor 55 2013 President and CEO, Oil States International, Inc. Laura D’Andrea Tyson 69 1999 Distinguished Professor of the Graduate School at the University of California at Berkley Geoffrey Y. Yang 57 2016 Founding Partner and Managing Director, Redpoint Ventures * All Director nominees are independent, except for Mr. Stephenson | 2 | www.att.com Proxy Statement Summary Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. The Corporate Governance section beginning on page 27 describes our governance framework, which includes the following high- lights: ✔ 13 Director nominees ✔ Independent Lead Director ✔ 12 independent Director nominees ✔ Independent Audit, Human Resources, and ✔ Demonstrated Board refreshment Corporate Governance and Nominating Committees ✔ ✔ Robust Director nominee selection process Regular executive sessions of non-management Directors ✔ Adopted proxy access ✔ Robust stockholder engagement ✔ Annual election of Directors ✔ Long-standing commitment to sustainability ✔ Majority voting for Directors ✔ Stockholders may call special meetings ✔ Annual Board, Committee and Director evaluations Executive Compensation Highlights What We Do ✔ Pay for Performance: Tie compensation to performance by setting clear and challenging performance goals. The vast majority of executive officer compensation is tied to performance metrics and/or stock price performance. ✔ Multiple Performance Metrics and Time Horizons: Use multiple performance metrics and multi-year vesting timeframes to limit unnecessary short-term risk taking. ✔ Stock Ownership and Holding Period Requirements: NEOs must comply with stock ownership guidelines and hold 25% of post-2015 stock distributions until retirement. ✔ Regular Engagement with Stockholders: We regularly engage with large stockholders no less than annually regarding executive compensation matters. ✔ Dividend equivalents: Paid at the end of performance period on earned performance shares only. ✔ Annual Compensation-Related Risk Review: Performed annually to confirm that our programs do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company. ✔ Clawback Policy: The Company has a policy