AT&T INC. | Independent board chairman at AT&T INC.

Status
19.20% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
T
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Telecom
Company HQ country
United States
Resolved clause
"RESOLVED: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

Although it is a best practice to adopt this policy soon this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition."
Supporting statement
"SUPPORTING STATEMENT: The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

This proposal is important to AT&T because the Board of Directors can repeatedly appoint one person to do the 2 most important jobs at AT&T, Chairman and CEO, for decades into the future.

This proposal topic won 40% support at the 2020 AT&T annual meeting. It took much more AT&T shareholder conviction of the merits of this proposal topic to vote for the 2020 shareholder proposal, and thereby override the recommendation of the Board of Directors, than to simply go along with the AT&T Board of Directors recommendation.

This 40%-support likely represented close to or more than 50%-support from professional investors who have access to independent proxy voting advice

A Lead Director is no substitute for an independent Board Chairman. According to the 2022 AT&T annual meeting proxy the AT&T Lead Director has 4 primary duties some of which are shared with others. When the Lead Director shares roles with others it means that the Lead Director may need to do little or nothing in those roles in a given year.

A new independent Board Chairman can focus more on developing the performance of the directors. For instance Glenn Hutchins, governance committee chair, was rejected by 17% of shares in 2023. Mr. Luis Ubiñas was rejected by 11% of shares in 2023. This compares to a 5% rejection often being the norm for well-performing directors.

The ascending complexities of a company with $100 Billion in market capitalization, like AT&T, increasingly demand that 2 persons fill the 2 most important jobs at AT&T on an enduring basis – Chairman and CEO. It is time for a change since AT&T stock is down significantly from its $43 price in 1999.

Proposal submitted by Kenneth Steiner."

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