Notice of AT&T Inc. 2019 Annual Meeting of Stockholders ...

Notice of AT&T Inc. 2019 Annual Meeting of Stockholders and Proxy Statement

TO OUR STOCKHOLDERS

Letter from the Chairman, CEO and President

Letter from the Lead Director

Dear Stockholders:

Dear Stockholders:

It's a pleasure to invite you to our 2019 Annual Meeting of Stockholders. I hope you can join us on Friday, April 26, 2019, at 9:00 a.m., at the Moody Performance Hall, 2520 Flora Street, Dallas, Texas 75201.

At this year's meeting, we will discuss our strategy to become a modern media company and deliver on our mission to inspire human progress through the power of communication and entertainment.

You'll hear about how we're executing on that strategy by building on the solid performance of our communications business, standing up a revolutionary advertising business and continuing to create great entertainment. Most important, we'll discuss our plans to grow free cash flow and pay down our debt ? all while continuing to invest in growth and maintain a solid, steady dividend for you, our owners.

In recent years, you have seen us transform our company in big and dramatic ways. But one thing has not ? and will not ? change. That's our goal of delivering strong 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.

In my second term as your company's Independent Lead Director, I want you to know how proud I am to reaffirm AT&T's lasting commitment to thoughtful and effective governance.

The Board's role is to keep our company focused on the long-term and protect the interests of our stockholders. We take a disciplined, hands-on approach to discharging that duty ? questioning assumptions, offering alternative points of view and assessing every decision through the lens of building stockholder value.

We have worked hard to recruit and maintain a Board with deep experience and varied backgrounds. In a rapidly evolving marketplace, that diversity of perspectives is crucial to our success in serving our customers and creating value for you.

I hope to see you at our 2019 Annual Meeting. Until then, please accept the gratitude of our entire Board for your enduring confidence in AT&T.

Sincerely,

Matthew Rose

Sincerely,

Randall Stephenson

AT&T Inc. One AT&T Plaza Whitacre Tower 208 S. Akard Street Dallas, TX 75202

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

To the holders of Common Stock of AT&T Inc.:

The 2019 Annual Meeting of Stockholders of AT&T Inc. will be held as follows:

When: 9:00 a.m. local time, Friday, April 26, 2019

Where: Moody Performance Hall 2520 Flora Street Dallas, Texas 75201

The purpose of the annual meeting is to consider and take action on the following:

1. Election of Directors

2. Ratification of Ernst & Young LLP as independent auditors

3. Advisory approval of executive compensation

4. Any other business that may properly come before the meeting, including a stockholder proposal

Holders of AT&T Inc. common stock of record at the close of business on February 27, 2019, are entitled to vote at 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.

YOUR VOTE IS IMPORTANT

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.

ATTENDING THE MEETING

If you plan to attend the meeting in person, please bring the admission ticket (attached to the proxy card or the Notice of Internet Availability of Proxy Materials) 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.

Important Notice Regarding the

Availability of Proxy Materials for the Stockholder Meeting To Be Held on April 26, 2019:

The proxy statement and annual report to security holders

are available at att

Stacey Maris Senior Vice President ? Assistant General Counsel and Secretary March 11, 2019

AT&T

2019 PROXY STATEMENT

i

GUIDE TO AT&T'S PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of AT&T Inc. (AT&T, the Company, or we) for use at the 2019 Annual Meeting of Stockholders of AT&T. The meeting will be held at 9:00 a.m. local time on Friday, April 26, 2019, at the Moody Performance Hall, 2520 Flora Street, Dallas, Texas 75201.

The purposes of the meeting are set forth in the Notice of Annual Meeting of Stockholders (see page i). This Proxy Statement and form of proxy are being sent or made available beginning March 11, 2019, to stockholders who were record holders of AT&T's common stock, $1.00 par value per share, at the close of business on February 27, 2019. These materials are also available at att. Each share entitles the registered holder to one vote. As of January 31, 2019, there were 7,290,236,907 shares of AT&T common stock outstanding.

To constitute a quorum to conduct business at the meeting, stockholders representing at least 40% of the shares of common stock entitled to vote at the meeting must be present or represented by proxy.

TABLE OF CONTENTS

1 PROXY STATEMENT SUMMARY

4 VOTING PROCEDURES

5 VOTING ITEMS

5

Management Proposal

Item No. 1 - Election of Directors

13 Management Proposal

Item No. 2 - Ratification of the Appointment

of Ernst & Young as Independent Auditors

14 Management Proposal

Item No. 3 - Advisory Approval of Executive

Compensation

15 Stockholder Proposal

Item No. 4 - Independent Chair

16 CORPORATE GOVERNANCE

17 Risk Oversight

18 Board Leadership Structure

19 Board Composition and Refreshment

21 Board Committees

26 Related Person Transactions

26 Director Compensation

29 Common Stock Ownership

33 AUDIT COMMITTEE

36 COMPENSATION DISCUSSION AND ANALYSIS

37 Executive Summary

40 Role of the Human Resources Committee

44 2018 Performance

51 Named Executive Officer Compensation

56 2018 Long Term Grants

62 EXECUTIVE COMPENSATION TABLES

76 OTHER INFORMATION

79 ANNEX A

INDEX OF FREQUENTLY ACCESSED INFORMATION 77 Attending the Meeting 34 Auditor Fees 58 Benefits and Policies 18 Board Leadership Structure 16 Board Meeting Attendance 78 CEO Pay Ratio 41 Checklist of Compensation Practices 57 Clawback Policy 60 Compensation Consultant 6 Director Biographies 20 Director Independence 60 Equity Retention Policy 60 Hedging Policy 25 How to Contact Your Board 56 Long Term Awards Granted in 2018 40 Pay For Performance 50 Peer Group Comparison for Awards 25 Proxy Access 23 Public Policy Engagement 51 Realized Compensation 26 Related Person Transactions 17 Risk Oversight 30 Stock Ownership of Executives and Directors 60 Stock Ownership Guidelines 76 Voting

Acronyms Used

CAM CCO CDP CEO CSR DOJ EBITDA

EPS EY FCF

Career Average Minimum Chief Compliance Officer Cash Deferral Plan Chief Executive Office Corporate Social Responsibility U.S. Department of Justice Earnings Before Interest, Taxes, Depreciation, and Amortization Earnings Per Share Ernst & Young LLP Free Cash Flow

MCB NEO NYSE ROIC RSU SEC SERP SRIP SPDP SRIP TSR

Management Cash Balance Named Executive Officer New York Stock Exchange Return on Invested Capital Restricted Stock Unit Securities and Exchange Commission Supplemental Employee Retirement Plan Supplemental Retirement Income Plan Stock Purchase and Deferral Plan Supplemental Retirement Income Plan Total Stockholder Return

ii

2019 PROXY STATEMENT

AT&T

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 bring the admission ticket (attached to the proxy card or the Notice of Internet Availability of Proxy Materials) 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.

Agenda and Voting Recommendations

Item Description

MANAGEMENT PROPOSALS: 1 Election of Directors 2 Ratification of Ernst & Young LLP as auditors for 2019 3 Advisory Approval of Executive Compensation

STOCKHOLDER PROPOSAL: 4 Independent Chair

Board Recommendation

FOR each nominee FOR FOR

AGAINST

Page

5 13 14

15

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 16 describes our governance framework, which includes the following highlights:

Independent Lead Director

Proxy access

Stockholder right to call special meetings

11 independent Director nominees

Independent Audit, Human Resources, and Corporate Governance and Nominating Committees

Directors required to hold shares until they

leave the Board

Demonstrated Board refreshment and diversity

Robust Board, Committee, and Director evaluation process

Clawback policy

Annual election of Directors by majority vote

Long-standing commitment to sustainability

Regular sessions of non-management Directors

AT&T

2019 PROXY STATEMENT

1

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