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  4. [8-K] AT&T INC. Reports Material Event

AT&T (NYSE: T) 2026 meeting backs plans, officer exculpation, rejects proposals

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8-K

Rhea-AI Filing Summary

AT&T Inc. reported the results of its 2026 Annual Meeting of Stockholders and related charter changes. Stockholders representing 5,400,114,389 shares, or 77.34% of the 6,982,145,528 common shares outstanding as of March 16, 2026, were present or represented by proxy.

Stockholders elected all director nominees and approved the 2026 Incentive Plan, the Stock Purchase and Deferral Plan, ratification of independent auditors, and a non-binding advisory vote on executive compensation. They also approved an amendment to the Restated Certificate of Incorporation to provide officer exculpation to the extent permitted by Delaware law.

On May 15, 2026, AT&T filed a Certificate of Elimination for its Fixed Rate Reset Perpetual Preferred Securities, Series B, and a Certificate of Amendment implementing the officer exculpation change, then filed a Restated Certificate of Incorporation integrating these items. Stockholder proposals on written consent rights and an EEO-1 report disclosure policy did not obtain majority support and were defeated.

Positive

  • None.

Negative

  • None.

Insights

AT&T shareholders backed board proposals, updated plans, and expanded officer exculpation.

AT&T obtained strong shareholder support for director elections and compensation-related items, including the 2026 Incentive Plan and the Stock Purchase and Deferral Plan. Ratification of independent auditors also passed by a wide margin, indicating broad acceptance of existing governance and oversight structures.

Shareholders approved an amendment to the Restated Certificate of Incorporation providing specified officers with exculpation from certain fiduciary duty claims to the extent allowed under Delaware law. AT&T then restated its charter to incorporate this amendment and the elimination of its Series B preferred securities.

Two stockholder proposals on written consent rights and EEO-1 report disclosure were defeated, showing preference for the board’s current approach to shareholder rights and disclosure. Future proxy materials will be the primary venue to see how AT&T uses the updated incentive and deferral plans in executive and employee compensation programs.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 5,400,114,389 shares Shares present or by proxy at 2026 Annual Meeting
Shares outstanding record date 6,982,145,528 shares Common shares outstanding as of March 16, 2026 record date
Participation rate 77.34% Percent of outstanding shares represented at 2026 Annual Meeting
Officer exculpation votes for 3,770,345,319 shares Votes for amendment to Restated Certificate of Incorporation; 53.99% of outstanding shares
Say-on-pay support 4,017,538,569 shares (93.06%) Votes for advisory approval of executive compensation as percent of votes cast
Incentive Plan approval 4,156,277,387 shares (96.23%) Votes for 2026 Incentive Plan as percent of votes cast
Written consent proposal support 1,382,165,742 shares (32.03%) Votes for shareholder right to act by written consent as percent of votes cast
EEO-1 disclosure proposal support 1,214,767,294 shares (28.70%) Votes for EEO-1 Report Disclosure Policy as percent of votes cast
2026 Incentive Plan financial
"At the 2026 Annual Meeting, the Company’s stockholders approved the 2026 Incentive Plan (the “Incentive Plan”)."
A 2026 incentive plan is a company’s formal program, often named for a year, that authorizes awards like stock options, restricted shares, and cash bonuses to employees and executives to motivate performance and retain talent. For investors it matters because the plan creates potential new shares or payouts that can dilute existing ownership and align management’s choices with company goals—think of it as a reward budget that affects both pay incentives and share value.
Stock Purchase and Deferral Plan financial
"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 stock purchase and deferral plan lets participants use pay or set aside cash to buy company shares now while postponing receipt of those shares or the related income until a later date. Think of it like agreeing to save part of your paycheck to buy ownership in the company and choosing when the transfer — and any taxes — actually happen. Investors watch these plans because they affect insider ownership, potential share dilution and the timing of when new shares enter the market.
Certificate of Elimination regulatory
"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”)."
Exculpation Amendment regulatory
"Stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to exculpate certain officers from personal liability (the “Exculpation Amendment”)."
Restated Certificate of Incorporation regulatory
"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 and the Exculpation Amendment."
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
advisory approval of executive compensation financial
"The advisory approval of executive compensation also received the affirmative vote of a majority of the votes cast in a non-binding vote."
Understanding 8-K Material Events →
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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 14, 2026

 

 

AT&T INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-08610   43-1301883

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

208 S. Akard St., Dallas, Texas   75202
(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 class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Shares (Par Value $1.00 Per Share)   T   New York Stock Exchange
    NYSE Texas
Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A   T PRA   New York Stock Exchange
Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C   T PRC   New York Stock Exchange
AT&T Inc. 0.250% Global Notes due March 4, 2026   T 26E   New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 5, 2026   T 26D   New York Stock Exchange
AT&T Inc. 2.900% Global Notes due December 4, 2026   T 26A   New York Stock Exchange
AT&T Inc. Floating Rate Global Notes due September 16, 2027   T 27C   New York Stock Exchange
AT&T Inc. 1.600% Global Notes due May 19, 2028   T 28C   New York Stock Exchange
AT&T Inc. 2.350% Global Notes due September 5, 2029   T 29D   New York Stock Exchange
AT&T Inc. 4.375% Global Notes due September 14, 2029   T 29B   New York Stock Exchange
AT&T Inc. 2.600% Global Notes due December 17, 2029   T 29A   New York Stock Exchange
AT&T Inc. 0.800% Global Notes due March 4, 2030   T 30B   New York Stock Exchange
AT&T Inc. 3.150% Global Notes due June 1, 2030   T 30C   New York Stock Exchange
AT&T Inc. 3.950% Global Notes due April 30, 2031   T 31F   New York Stock Exchange
AT&T Inc. 2.050% Global Notes due May 19, 2032   T 32A   New York Stock Exchange
AT&T Inc. 3.550% Global Notes due December 17, 2032   T 32   New York Stock Exchange
AT&T Inc. 3.600% Global Notes due June 1, 2033   T 33A   New York Stock Exchange
AT&T Inc. 5.200% Global Notes due November 18, 2033   T 33   New York Stock Exchange
AT&T Inc. 3.375% Global Notes due March 15, 2034   T 34   New York Stock Exchange
AT&T Inc. 4.300% Global Notes due November 18, 2034   T 34C   New York Stock Exchange
AT&T Inc. 2.450% Global Notes due March 15, 2035   T 35   New York Stock Exchange
AT&T Inc. 3.150% Global Notes due September 4, 2036   T 36A   New York Stock Exchange
AT&T Inc. 4.050% Global Notes due June 1, 2037   T 37B   New York Stock Exchange
AT&T Inc. 2.600% Global Notes due May 19, 2038   T 38C   New York Stock Exchange
AT&T Inc. 1.800% Global Notes due September 14, 2039   T 39B   New York Stock Exchange
AT&T Inc. 7.000% Global Notes due April 30, 2040   T 40   New York Stock Exchange
AT&T Inc. 4.250% Global Notes due June 1, 2043   T 43   New York Stock Exchange
AT&T Inc. 4.875% Global Notes due June 1, 2044   T 44   New York Stock Exchange
AT&T Inc. 4.000% Global Notes due June 1, 2049   T 49A   New York Stock Exchange
AT&T Inc. 4.250% Global Notes due March 1, 2050   T 50   New York Stock Exchange
AT&T Inc. 3.750% Global Notes due September 1, 2050   T 50A   New York Stock Exchange
AT&T Inc. 5.350% Global Notes due November 1, 2066   TBB   New 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 5.02.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did AT&T (T) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all director nominees, the 2026 Incentive Plan, the Stock Purchase and Deferral Plan, ratification of independent auditors, and a non-binding advisory vote on executive compensation. Each item received the affirmative vote of a majority of votes cast at the meeting.

How many AT&T (T) shares were represented at the 2026 Annual Meeting?

Shares representing 5,400,114,389 votes were present or represented by proxy, equal to 77.34% of the 6,982,145,528 common shares outstanding as of the March 16, 2026 record date. This indicates a relatively high level of shareholder participation.

What change did AT&T (T) make to its Restated Certificate of Incorporation?

Stockholders approved an amendment to the Restated Certificate of Incorporation to provide for officer exculpation from certain fiduciary duty claims, to the extent permitted by Delaware law. AT&T then filed a Certificate of Amendment and a Restated Certificate integrating this change.

What happened to AT&T’s Fixed Rate Reset Perpetual Preferred Securities, Series B?

On May 15, 2026, AT&T filed a Certificate of Elimination with the Delaware Secretary of State to eliminate its Fixed Rate Reset Perpetual Preferred Securities, Series B. The Certificate of Elimination became effective upon filing and was incorporated into a Restated Certificate of Incorporation.

How did AT&T (T) shareholders vote on executive compensation in 2026?

The advisory proposal on executive compensation received 4,017,538,569 votes for and 299,506,889 votes against, or 93.06% and 6.94% of votes cast, respectively. Although non-binding, this indicates substantial shareholder support for AT&T’s compensation practices.

Filing Exhibits & Attachments

5 documents

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