Summary
This 8-K filing from AT&T Inc. (T) on May 12, 2016, serves to incorporate by reference the description of its common stock into existing S-8 registration statements. The filing primarily details the provisions of AT&T's restated certificate of incorporation and bylaws that govern its common stock. It outlines the authorized and outstanding share capital, par value, and stock exchange listing (NYSE: T). The information is intended to provide clarity on the rights and governance associated with AT&T's common stock, including voting rights, dividend participation, and procedures for director elections and stockholder proposals.
Key Highlights
- 1AT&T has authorized 14,010,000,000 shares, with 14,000,000,000 designated as common stock with a par value of $1.00 per share.
- 2As of May 10, 2016, there were 6,156,461,998 shares of common stock outstanding, listed on the NYSE under the symbol 'T'.
- 3Common stockholders are entitled to one vote per share for all matters.
- 4In director elections, directors are elected by a majority of the votes cast, with incumbent directors required to tender resignations if not elected, subject to board acceptance.
- 5The company has implemented provisions, including advance notice bylaws and proxy access, designed to deter unfriendly tender offers and ensure management continuity, while also allowing for stockholder director nominations.
- 6AT&T is subject to Delaware General Corporation Law Section 203, which restricts business combinations with 'interested stockholders' (owning 15% or more) for three years unless specific conditions are met.
- 7A quorum for stockholder meetings requires at least 40% of eligible voting shares to be present in person or by proxy.
Frequently Asked Questions
The primary purpose of this 8-K filing is to incorporate by reference the description of AT&T's common stock into its existing S-8 registration statements. This means it's an administrative filing to ensure that the details about the company's common stock are formally included in relevant registration documents for securities.
Each holder of AT&T common stock is entitled to one vote for each share they own on all matters voted on by common stockholders. However, votes cannot be accumulated in director elections.
Yes, the filing indicates that certain provisions in AT&T's restated certificate of incorporation and bylaws, along with Delaware's Section 203, are intended to deter unfriendly tender offers and other control-seeking efforts. These include advance notice bylaws and the restrictions under Section 203 regarding business combinations with significant stockholders.
If a nominee for director is not elected by a majority of the votes cast and is an incumbent director, they must tender their resignation to the board. The board, advised by the Corporate Governance and Nominating Committee, will then decide whether to accept the resignation within 90 days and will publicly disclose its decision and rationale.