AT&T executives and shareholders: Watch out! The Association of BellTel Retirees has set its sights on governance enhancements at AT&T this proxy season.
For the first time ever, the Association of BellTel Retirees has submitted a proxy proposal with AT&T. We’ve nicknamed our proposal the “Golden Coffin.”
Golden Coffin Proxy:
This proposal, submitted by longtime Association of BellTel Retirees board member Robert Gaglione, requests that the AT&T Corporation Board adopt a policy to obtain shareholder approval for any future agreements and corporate policies that could oblige AT&T to make payments or awards, following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites or other payments made in lieu of compensation.
AT&T’s 2022 Proxy Statement discloses that: “In the event of the officer’s death, the officer’s unvested Restricted Stock Units . . . will vest, and outstanding Performance Shares will pay out at 100% of target” (2022 Proxy, page 84).
That means, if CEO John Stankey had died at the end of 2021, his estate and heirs would have received an estimated $15.77 million in Performance Shares.
If an executive does not pass away, these equity awards would not vest or pay out until the end of the performance period – as long as 3 years later – and could be worthless if performance conditions are never satisfied.
Your Association sees no reason to saddle shareholders with payments or awards when shareholders receive no services in return. Why should AT&T shareholders take on that additional burden?
At the time of our news deadline, AT&T filed a protest letter asking the Securities and Exchange Commission (SEC) to allow AT&T to omit our proposal. Our team of Proxy lawyers have already filed our opposition and are awaiting a decision from the SEC.
We ask that if our proposal is included in the AT&T Proxy that our AT&T Shareholder members vote YES on our Golden Coffin proposal.
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