When members and leaders of the Association of BellTel Retirees submitted its first ever proxy proposal at AT&T, urging the company to change their existing policy related to so-called “Golden Coffins” (Read more on Page X), AT&T appealed to the Securities and Exchange Commission (SEC) in an effort to strike the proposal from the company’s proxy materials for the 2023 annual meeting.
AT&T claimed that the proxy should be omitted because it relates to the “ordinary business” of the company, which is a basis to exclude shareholder proposals from a company’s proxy materials.
This exclusion is intended to cover day-to-day business decisions by management and the board about company operations. However, there is an exception to the rule, if the proposal focuses on “significant social policy issues,” such as compensation to a company’s senior executives.
The company viewed our proposal and is using specific language to make it seem the intention of our proxy would “micromanage” the company. That would never be the case.
It is the Association’s belief that our recent proxy proposal does not meet the standard AT&T is leaning on for exclusion, and we so argued to the SEC.
Executive pay is supposed to rest on a “pay for performance” philosophy, which seeks to align executives’ interests with shareholder interests.
Our proposal argues that AT&T’s current practice is inconsistent with that approach by making payments without receiving an executive’s services in return.
As of our editorial deadline, the Association’s counsel is awaiting further written response from the SEC. We will certainly keep you informed on the status of this.
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