UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 29, 2016


AT&T INC.
(Exact Name of Registrant as Specified in Charter)



Delaware
1-8610
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))

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Item 5.07   Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

      The 2016 Annual Meeting of the stockholders of AT&T Inc. was held on April 29, 2016, in Billings, Montana. Stockholders representing 4,967,885,148 shares, or 80.74%, of the common shares outstanding as of the March 1, 2016, record date were present in person or were represented at the meeting 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 preference of the stockholders was determined by the choice receiving the greatest number of votes.  


Election of Directors
The following Directors were elected by the affirmative vote of a majority of the votes cast:
Nominees for Director
Votes Cast For
Votes Cast Against
Abstain
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
Randall L. Stephenson
3,293,286,297
94.69
184,671,826
5.31
40,443,928
1,449,466,415
Samuel A. Di Piazza
3,464,681,014
99.12
30,690,434
0.88
23,020,010
1,449,466,415
Richard W. Fisher
3,459,130,351
98.96
36,369,203
1.04
22,903,869
1,449,466,415
Scott T. Ford
3,427,062,853
98.05
68,309,918
1.95
23,034,182
1,449,466,415
Glenn H. Hutchins
3,466,013,972
99.16
29,220,385
0.84
23,171,377
1,449,466,415
William E. Kennard
3,429,686,269
98.23
61,663,983
1.77
27,063,291
1,449,466,415
Michael B. McCallister
3,462,748,004
99.08
32,302,453
0.92
23,367,558
1,449,466,415
Beth E. Mooney
3,466,683,322
99.14
29,970,326
0.86
21,749,103
1,449,466,415
Joyce M. Roché
3,349,209,776
95.90
143,232,639
4.10
25,951,362
1,449,466,415
Matthew K. Rose
3,403,681,334
97.49
87,616,438
2.51
27,118,264
1,449,466,415
Cynthia B. Taylor
3,347,466,525
95.74
148,986,155
4.26
21,962,819
1,449,466,415
Laura D'Andrea Tyson
3,382,124,290
96.74
113,997,045
3.26
22,280,157
1,449,466,415
 
Proposals Submitted by Board of Directors
The ratification of the appointment of Independent Auditors and the approval of the 2016 Incentive Plan each received the affirmative vote of a majority of the votes cast and was passed.  The advisory approval of executive compensation is non-binding, and the preference of the stockholders was determined by the choice that received the greatest number of votes.
Proposal
Votes Cast For
Votes Cast Against
Abstain
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
Ratification of appointment
of Independent Auditors.
4,862,812,383
98.45
76,411,188
1.55
28,617,818
NA
Advisory approval of
executive compensation.
3,109,787,592
90.11
341,495,985
9.89
67,053,954
1,449,466,415
Approval of the 2016 Incentive Plan.
3,230,707,729
93.12
238,644,108
6.88
49,017,926
1,449,466,415
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Proposals Submitted by Stockholders
The following proposals failed to receive the affirmative vote of the majority of votes cast and were defeated.
Proposal
Votes Cast For
Votes Cast Against
 
Broker
Non-Votes
Number
% of
Votes Cast
Number
% of
Votes Cast
Abstain
Political Spending Report.
 
961,926,857
28.98
2,357,515,129
71.02
198,927,811
1,449,466,415
Lobbying Report.
 
1,124,851,502
33.89
2,194,638,318
66.11
198,884,106
1,449,466,415
Independent Board Chairman.
786,735,622
23.75
2,525,219,511
76.25
206,407,849
1,449,466,415



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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 1, 2016
By:
/s/ Stacey Maris
 
Stacey Maris
 
Senior Vice President and Secretary

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