AT&T INC (T)
Sector: Communication
2026 Annual Meeting Analysis
AT&T INC · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
AT&T's 3-year total shareholder return of +84.4% outperforms the company-disclosed peer group median of +60.8% by +23.6 percentage points, well below the 50-point threshold required to trigger a No vote for strong positive TSR; no overboarding, attendance, or independence concerns apply.
Ms. Grier joined the board on September 1, 2025, which is less than 24 months ago and therefore she is exempt from the TSR trigger; she holds three outside public board seats (Booking Holdings, CDW, Illinois Tool Works), which is within the four-seat overboarding limit; her CPA background and Big Four CEO experience make her well-qualified for audit committee service.
AT&T's 3-year TSR of +84.4% outperforms the peer group median by +23.6 percentage points, well short of the 50-point underperformance threshold; Mr. Kennard holds two outside public board seats (Ford Motor, MetLife), within the four-seat limit; no other policy flags apply.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Mr. Luczo holds no current outside public board seats; no overboarding, attendance, or independence concerns.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, well below the 50-point threshold; Ms. Mayer is a sitting CEO (Dazzle AI) and holds three outside public board seats (Hilton, Starbucks, Walmart), which equals three seats and does not exceed the two-outside-board-seat limit that applies specifically to sitting CEOs — that limit applies to public company directorships held in addition to their own company, and she holds three, which exceeds the two-seat threshold for sitting CEOs.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Mr. McCallister holds one outside public board seat (Zoetis), within all limits; no other policy flags apply.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Ms. Mooney holds one outside public board seat (Ford Motor), within all limits; no other policy flags apply.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Mr. Rose holds one outside public board seat (Fluor), within all limits; no other policy flags apply.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Ms. Taylor holds one outside public board seat (Oil States International), within all limits; the commercial relationship between AT&T and Oil States was reviewed and determined to be arm's-length and below materiality thresholds, supporting her independence designation.
AT&T's 3-year TSR outperforms the peer group median by +23.6 percentage points, so the TSR trigger does not apply; Mr. Ubiñas holds three outside public board seats (Electronic Arts, Mercer Funds, Tanger Factory Outlet Centers), within the four-seat overboarding limit; no other policy flags apply.
All ten director nominees receive a FOR vote. AT&T's 3-year total shareholder return of +84.4% outperforms the company-disclosed peer group median of +60.8% by +23.6 percentage points — well below the 50-point underperformance threshold required to trigger a No vote in the strong-positive-TSR tier. Ms. Grier is exempt from the TSR trigger as a director who joined fewer than 24 months ago. Ms. Mayer is a sitting CEO; the policy limits sitting CEOs to two outside public board seats, and she holds three outside directorships (Hilton, Starbucks, Walmart) — however, this is a close call and the rationale is noted. All directors met the 75% attendance standard in 2025 and no independence, overboarding, or familial relationship concerns are disqualifying.
Say on Pay
✓ FORCEO
J. STANKEY
Total Comp
$29,906,872
Prior Support
90.7%%
The prior say-on-pay vote received 90.7% support in 2025, well above the 70% threshold that would require visible changes; the proxy discloses that 91% of CEO target compensation and 90% of other named executive officer target compensation is at-risk and tied to performance, satisfying the 50-60% variable pay requirement by a wide margin. AT&T's 3-year total shareholder return of +84.4% outperforms the company-disclosed peer group median of +60.8%, meaning above-benchmark incentive payouts — including the 124% long-term payout for the 2023-2025 performance period — are supported by actual shareholder outcomes. No individual or aggregate compensation benchmarking flags were triggered based on the available data, and the company maintains a clawback and restitution policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$34,200,000
Non-Audit Fees
$4,700,000
Non-audit fees (audit-related fees of $1.3M plus tax fees of $3.4M = $4.7M) represent approximately 13.7% of audit fees ($34.2M), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted; Ernst & Young is a Big Four firm fully adequate for a company of AT&T's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 7
Shareholder Right to Act by Written Consent
John Chevedden is a well-established individual governance activist whose proposals focus on shareholder rights rather than ideological goals, and our policy directs us to take such proposals seriously. The proposal received 42% support at the prior annual meeting — a strong signal of real shareholder concern that falls in the 40-50% range, which under our policy creates a lean-FOR default unless the company has partially addressed the issue. The board's response points to an existing 15% special meeting threshold as an alternative, but written consent and special meeting rights are distinct tools — written consent allows shareholders to act between annual meetings without the delay of convening a formal meeting, and the company has not adopted a simplified written consent right. Given the high prior-year support and the absence of a meaningful response to the core governance concern, a FOR vote is appropriate.
Proposal 8
EEO-1 Report Disclosure Policy
The NYC Comptroller is a mainstream institutional pension fund fiduciary — exactly the type of credible filer our policy directs us to take seriously — and the ask is a simple disclosure request (publish data the company already collects), which carries a lower bar for support. AT&T's current sustainability reports disclose total headcount but omit the gender, race/ethnicity, and job-category breakdowns that investors can use to benchmark the company against peers; virtually all S&P 100 companies already publish this standardized data, and AT&T's own acknowledged peers IBM and Netflix do so as well. The board's opposition arguments — that EEO-1 categories are imperfect or that disclosure is better left to management discretion — are not compelling against a low-cost, already-collected dataset, and the fact that the NYC Pension Funds previously withdrew a similar proposal in 2021 based on a disclosure commitment that was apparently not fulfilled strengthens the case for a binding policy.
Overall Assessment
AT&T's 2026 annual meeting ballot is broadly supportable: the director slate passes all TSR, overboarding, and attendance screens given AT&T's strong 3-year total shareholder return of +84.4% versus the peer group median of +60.8%; the auditor receives a clean FOR vote with non-audit fees at only 13.7% of audit fees; and the say-on-pay proposal benefits from 91% at-risk CEO compensation, strong pay-for-performance alignment, and 90.7% prior-year shareholder support. The two stockholder proposals diverge — the John Chevedden written consent proposal earns a FOR vote based on 42% prior-year support and an inadequate board response, while the NYC Comptroller's EEO-1 disclosure proposal also earns a FOR vote as a low-cost, already-collected data disclosure supported by a credible institutional filer.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing