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CWA Recommendations

ITEM 1. ELECTION OF DIRECTORS

The Board of Directors consists of 12 individuals, all of whom are independent, except for Randall Stephenson, AT&T’s CEO. Several of the board members were Directors at parts of the company that now make up AT&T (DIRECTV, SNET, Ameritech)   Though the Board recommends for you to vote for each of the listed nominees,

CWA RECOMMENDATION FOR ITEM 1: VOTE YOUR CONSCIENCE

 

ITEM 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR

 Ernst & Young has been the auditor for AT&T, and previously SBC, since the 1990s. The Board’s Audit Committee has re-appointed the firm for another fiscal year, through December 31, 2019. With this vote, shareholders are asked to affirm the Committee’s decision. The wisdom in corporate governance circles is that such lengthy relationships can blur the independent perspective necessary for an uncompromised review of financial results. Though the Board recommends voting for this item,

 CWA RECOMMENDATION FOR ITEM 2: VOTE AGAINST.

 

ITEM 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The proposal asks shareholders to approve a compensation program already in place. The vote would not be binding on the company, and is only advisory in nature. This is the same or similar to the item that passed last year. Though the Board again recommends voting for this item,  

CWA RECOMMENDATION FOR ITEM 3: VOTE AGAINST.

 

ITEM 4. INDEPENDENT CHAIR

This proposal has been before the shareholders in the past.  This proposal requests that the Chair of AT&T’s Board of Directors be independent – that is, not employed by AT&T. This type of proposal is supported by institutional shareholders because it is a structure designed to assure a leader at the helm of the Board who is independent from the leader at the helm of the corporation. Both the Council of Institutional Investors and CalPERS – the California Public Employee Retirement System recommend independent Board Chairs.  This is the same or similar to the proposal last year that had 38% voting FOR it, though it didn’t pass, this proposal had the least opposition last year.  Naturally the Board recommends voting against this item, CWA RECOMMENDATION FOR ITEM 4: VOTE FOR.