The AT&T Annual Meeting of Stockholders is April 24th in Dallas. I cannot attend but will vote my proxy as follows:
1.) Election of all 15 directors:
This is a complete slate and not staggered. Good.
The directors' compensation at AT&T is $284,000. This is a part time job. All of these people have full time jobs doing something else. Normally, I would only vote against the members of the compensation committee if the CEO were overpaid. In this case, the board is overpaid and I have to vote AGAINST all directors.
2.) Ratification of Independent Auditors:
Ernst & Young LLP is a fine firm. FOR
3.) Increase in Outstanding Shares
Gives the board flexibility with the capital structure: a good idea in these times. FOR
4.) Report on Political Contributions:
I want the managers of corporations that I own to tell me how they are spending my dollars on political contributions. FOR
5.) Special Stockholder Meeting:
25% of the shareholders can get a special meeting should they want it. I don't see why this needs to go down to 10%. AGAINST
6.) Cumulative Voting:
Makes it easier to fire directors and appoint special interest directors that represent different groups of sharholders; owners should be better represented. FOR.
7.) Independent chairman:
I'm on small boards of small companies and non-profits. Every board I am has an independent chairman. Somehow ATT feels the need to consolidate power between the CEO who works for the board and the Chairman who heads the board. The chairman is meant to watch over the CEO. Seems like the fox guarding the henhouse to me. FOR
8.) Advisory vote on compensation:
If executive compensation at ATT weren't out of control I would think this is a waste of time. FOR
9.) Pension Credit Policy:
Make the compensation represented by deferred payments easier to understand. FOR