Summary of AT&T INC. - Yahoo! Finance

Item 5.07 Submission of Matters to a Vote of Security Holders

Annual Meeting of Stockholders

The 2012 Annual Meeting of the stockholders of AT&T Inc. was held on April 27, 2012, in Salt Lake City, Utah. Stockholders representing 4,578,922,512 shares, or 77.57%, of the common shares outstanding as of the February 28, 2012, 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 as follows. The advisory approval of executive compensation is a non-binding proposal, and the preference of the stockholders will be determined by the choice receiving the greatest number of votes. Approval of the amendment to the certificate of incorporation required the affirmative vote of two-thirds of the outstanding shares.

Election of Directors
The following Directors were elected by the affirmative vote of a majority of the votes cast:
                            Votes Cast For                  Votes Cast Against
  Nominees for                           % of                            % of                       Broker
    Director          Number          Votes Cast        Number        Votes Cast       Abstain     Non-Votes
Randall                                  96.44                           3.56         25,467,464
Stephenson          3,264,015,770                     120,646,213                                1,168,755,086
Gilbert F.                               96.36                           3.64         23,010,196
Amelio              3,263,933,256                     123,175,684                                1,168,755,086
Reuben V.                                98.77                           1.23         22,449,854
Anderson            3,346,181,507                      41,501,276                                1,168,755,086
James H.                                 96.81                           3.19         22,256,013
Blanchard           3,279,824,450                     108,048,461                                1,168,755,086
Jaime Chico                              98.49                           1.51         22,981,630
Pardo               3,335,930,804                      51,221,193                                1,168,755,086
James P. Kelly      3,350,705,807        98.90         37,413,654        1.10         22,015,969 1,168,755,086
Jon C. Madonna      3,346,440,889        98.79         40,914,221        1.21         22,776,290 1,168,755,086
John B. McCoy       3,267,894,530        96.46        119,914,834        3.54         22,327,362 1,168,755,086
Joyce M. Roché      3,321,503,533        98.03         66,862,005        1.97         21,776,184 1,168,755,086
Mathew K. Rose      3,262,476,074        96.29        125,614,957        3.71         22,058,589 1,168,755,086
Laura D'Andrea      3,318,773,666        97.93         70,256,343        2.07         21,117,631 1,168,755,086
Tyson

Proposals Submitted by Board of Directors
The ratification of the appointment of Independent Auditors 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.
                            Votes Cast For                  Votes Cast Against
                                              % of                            % of                  Broker
    Proposal              Number           Votes Cast        Number        Votes Cast  Abstain     Non-Votes
  Ratification
of appointment               4,483,171,035      98.40           72,841,995    1.60    22,880,359           N/A
    of
Independent
Auditors.                    3,125,690,786      93.22          227,450,559    6.78    57,006,090 1,168,755,086

  Advisory
approval of
    executive
compensation.

Proposals Submitted by Board of Directors (continued from previous page) The following proposal failed to receive the affirmative vote of two-thirds of the outstanding shares and was defeated.

                              Votes Cast For           Votes Cast Against
                                           % of                     % of
                                       Out-standing   Number    Out-standing               Broker
       Proposal             Number        Shares                   Shares     Abstain     Non-Votes
  Amend certificate of   3,004,287,867    50.90     367,945,894     6.88     37,880,378 1,168,755,086
    incorporation.

Proposals Submitted by Stockholders
The following proposals failed to receive the affirmative vote of the majority of votes cast and
were defeated.
                         Votes Cast For                 Votes Cast Against
                                      % of                        % of                    Broker
     Proposal          Number      Votes Cast      Number      Votes Cast    Abstain     Non-Votes
Political            1,259,282,604    38.56      2,006,420,113    61.44    144,348,312 1,168,755,086
contributions
report.
                       187,122,110    5.87       3,000,714,179    94.13    222,220,689 1,168,755,086
Limit wireless
network              1,476,353,053    43.83      1,892,153,208    56.17     41,630,272 1,168,755,086
  management.

Independent board
chairman.