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Printmgr File Notice of AT&T INC. 2020 Annual Meeting of Stockholders and Proxy Statement TO OUR STOCKHOLDERS Letter from the Chairman Letter from the Lead Director and CEO Dear Stockholders: Dear Stockholders: It’s a pleasure to invite you to our 2020 Annual As your company’s Lead Independent Director, I’m Meeting of Stockholders. I hope you can join us on proud of AT&T’s strong commitment to sound, Friday, April 24, 2020, at 9:00 a.m. at the Moody forward-looking governance. The Board’s role is to Performance Hall, 2520 Flora Street, Dallas, Texas. keep our company focused on the long term and protect the interests of our shareholders. We do At this year’s meeting, we’ll update you on the that by challenging conventional thinking and progress we’re making as a modern media company. offering different points of view, all while maintaining a sharp focus on creating shareholder You’ll hear about our launch plans for our innovative value. new streaming service, HBO Max, and why we’re so excited about its potential. We’ll also tell you how We’ve worked hard to continuously refresh our we’re building on the solid performance of our Board and have added new directors with the skills communications and entertainment businesses. And and experience to guide our evolving business we’ll discuss our plans to grow revenues, free cash strategies. flow and earnings per share – as well as our capital allocation framework that enables us to continue I hope you’re able to join us at our Annual Meeting. investing in growth while maintaining a solid, steady Until then, please accept the gratitude of our entire dividend for you, our owners. Board for your confidence in AT&T. In recent years, you have seen us dramatically Sincerely, transform our company. But one thing has not – and will not – change. That’s our goal of delivering strong Matthew Rose results for you and sustainable, long-term growth and success for AT&T. On behalf of the Board and our management team, thank you for your continued support. Sincerely, Randall Stephenson AT&T Inc. One AT&T Plaza Whitacre Tower 208 S. Akard Street Dallas, TX 75202 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS To the holders of Common Stock of AT&T Inc.: YOUR VOTE IS IMPORTANT The 2020 Annual Meeting of Stockholders of AT&T Inc. Please sign, date and return your proxy card or will be held as follows: submit your proxy and/or voting instructions by telephone or through the Internet promptly so that When: 9:00 a.m. local time, Friday, April 24, 2020 a quorum may be represented at the meeting. Any Where: Moody Performance Hall person giving a proxy has the power to revoke it at 2520 Flora Street any time, and stockholders who are present at the Dallas, Texas 75201 meeting may withdraw their proxies and vote in person. The purpose of the annual meeting is to consider and take action on the following: 1. Election of Directors ATTENDING THE MEETING 2. Ratification of Ernst & Young LLP as independent auditors If you are a registered holder and plan to attend the 3. Advisory approval of executive compensation meeting in person, please bring the admission ticket 4. Any other business that may properly come before (attached to the proxy card or the Notice of Internet the meeting, including stockholder proposals Availability of Proxy Materials) to the Annual Meeting. If you do not have an admission ticket, you Holders of AT&T Inc. common stock of record at the will be admitted upon presentation of identification. close of business on February 26, 2020, are entitled to vote at the meeting and any adjournment of the If you hold your shares through a bank, broker, or meeting. other institution, you may obtain admission to the meeting by providing a proxy from the institution or By Order of the Board of Directors. by presenting proof of your ownership of AT&T common stock. Important Notice Regarding the Stacey Maris Availability of Proxy Materials Senior Vice President – Assistant General Counsel for the Stockholder Meeting and Secretary To Be Held on April 24, 2020: March 11, 2020 The proxy statement and annual report to security holders are available at www.edocumentview.com/att PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting. ATTENDING THE MEETING Only AT&T stockholders may attend the meeting. Stockholders of Record (shares are registered in your name) An admission ticket is attached to your proxy card or Annual Meeting Notice and Admission Ticket. If you plan to attend the Annual Meeting, please retain the admission ticket and bring it with you to the meeting. A stockholder of record who does not have an admission ticket will be admitted upon presentation of photo identification at the door. Other Stockholders (shares are held in the name of a bank, broker, or other institution) You may obtain admission to the meeting by presenting a proxy from the legal owner or by providing proof of your ownership of AT&T common stock, such as through a brokerage statement, and photo identification. To be able to vote at the meeting, you will need the bank, broker, or other record holder to give you a proxy. VOTING RESULTS The voting results of the Annual Meeting will be published no later than four business days after the annual meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations area of our website at www.att.com. Agenda and Voting Recommendations Item Description Board Recommendation Page MANAGEMENT PROPOSALS: 1 Election of Directors FOR each nominee 3 2 Ratification of Ernst & Young LLP as auditors for 2020 FOR 11 3 Advisory Approval of Executive Compensation FOR 12 STOCKHOLDER PROPOSALS: 4 Independent Board Chairman AGAINST 13 5 Employee Representative Director AGAINST 14 6 Improve Guiding Principles of Executive Compensation AGAINST 15 AT&T 2020 PROXY STATEMENT i PROXY STATEMENT SUMMARY Corporate Governance Highlights DIRECTOR TENURE AND DIVERSITY AT&T is a modern media company whose mission is to inspire human progress through the power of communications and entertainment. Over the past several years, we’ve made a series of strategic investments and are executing on our long-term strategy aligned with two unassailable trends: Consumers will continue to spend more time viewing premium content where, when and how they want; and businesses and consumers alike will continue to demand more connectivity, bandwidth and mobility. We are committed to strong corporate governance that directly aligns with our long-term strategy. Since 2012, the Board has undergone a meaningful, deliberate shift, adding ten new directors with significant experience in key areas that align to the evolution of the strategy. The ongoing refreshment of the Board promotes the long-term interests of stockholders, strengthens Board and management accountability, and builds on our environmental, social and governance leadership. The Corporate Governance section beginning on page 16 describes our governance framework, which includes the following highlights: TENURE DIVERSITY 2 7.3 5 Avg 42% Tenure 7 <5 yrs 5-10 yrs >10 yrs Gender / Ethnic Diversity Other Director Name Since Principal Occupation Randall L. Stephenson 59 2005 Chairman of the Board and CEO, AT&T Inc. Samuel A. Di Piazza, Jr. 69 2015 Retired Global CEO, PricewaterhouseCoopers International Limited Richard W. Fisher 70 2015 Former President and CEO, Federal Reserve Bank of Dallas Scott T. Ford 57 2012 Member and CEO, Westrock Group, LLC Glenn H. Hutchins 64 2014 Chairman, North Island and Co-Founder, Silver Lake William E. Kennard 63 2014 Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission Debra L. Lee 65 2019 Chief Executive Officer, Leading Women Defined, Inc. Stephen J. Luczo 63 2019 Managing Partner, Crosspoint Capital Partners, L.P. Michael B. McCallister 67 2013 Retired Chairman of the Board and CEO, Humana Inc. Beth E. Mooney 65 2013 Chairman and CEO, KeyCorp Matthew K. Rose 60 2010 Retired Chairman and CEO, Burlington Northern Santa Fe, LLC Cynthia B. Taylor 58 2013 President and CEO, Oil States International, Inc. Laura D’Andrea Tyson* 72 1999 Distinguished Professor of the Graduate School, Haas School of Business, and Chair of the Blum Center for Developing Economies Board of Trustees at the University of California, Berkeley Geoffrey Y. Yang 61 2016 Founding Partner and Managing Director, Redpoint Ventures All Directors are independent, except for Mr. Stephenson. *Retiring at 2020 Annual Meeting ii 2020 PROXY STATEMENT AT&T PROXY STATEMENT SUMMARY We are committed to strong corporate governance policies that promote the long-term interests of stockholders, strengthen Board and management accountability, and build on our environmental, social and governance leadership.. The Corporate Governance section beginning on page 16 describes our governance framework, which includes the following highlights: ✓ Independent Lead Director ✓ Regular sessions of non-management ✓ 12 independent Director nominees Directors ✓ Demonstrated Board refreshment and diversity ✓ Annual election of Directors by majority vote ✓ Independent Audit, Human Resources, and ✓ Long-standing commitment to sustainability Corporate Governance and Nominating ✓ Stockholder right to call special meetings Committees ✓ Clawback policy ✓ Proxy Access CORPORATE RESPONSIBILITY AT&T’s commitment to corporate responsibility means integrating it throughout our business; including how we manage environmental, social and governance (ESG) topics. The Public Policy and Corporate Reputation Committee assists the Board in its oversight of policies related to corporate social responsibility including public policy issues affecting AT&T, its stockholders, employees, customers, and the communities in which it operates. The Corporate Responsibility section, beginning on page 30, outlines our approach to these issues.
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