AT&T Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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)

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):

Securities Registered Pursuant to Section 12(b) of the Act

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. ☐

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.

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.

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.

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.

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.

Proposals Submitted by Stockholders

The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated.

The following exhibits are filed as part of this report:

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.