AT&T Core News / CWA Bulletin Board

The 2012 District 9 Bargaining Committee has the results and is preparing for bargaining. Although they won't meet with the company bargaining committee until the end of February, 2012, the planning and strategies are in the works to help get us the best contract possible. The priorities that the members have selected on the surveys have become the priorities that our Bargaining Committee will focus on.

Your continued support and mobilization is needed to support their efforts!

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Your Money Matters: Get In and Max Out Your 401(k) Think about it. If you left your wallet on a bus or forgot to pick up your change from a purchase, you’d want someone to tell you. You’d probably want them to chase you down the sidewalk. After all, it’s your money … and your money matters. That simple logic is what’s guiding a new AT&T initiative, Your Money Matters. The initiative, which kicks off today for all employees, is designed to help you understand – and make the most of – the financial benefits AT&T offers, beginning with your 401(k) plan.While 88 percent of managers and 79 percent of bargained employees are currently enrolled in their AT&T 401(k), roughly 40,000 active employees are missing out on this benefit. Even more – 51 percent – are missing out on all or part of the matching contribution that AT&T makes on a portion of employee 401(k) contributions. In other words, more than half of all employees are leaving money on the table.Over the coming months, Your Money Matters will offer a range of resources designed to help employees save for their future and get more from their 401(k), including:· Your Money Matters tSpace community with discussions, a blog and links to key resources· Custom-designed workshops, presented by Fidelity Investments, at larger AT&T locations and webcast companywide. Visit AT&T Insider http://insider.web.att.com/s/editorial.dll?bfromind=&eeid=6485466&_sitecat=0&eetype=article&render=y&_lid=500&_lnm=6485466&ck=and select the video link below to learn more about retirement savings and how saving even $2 per day can make a dent in achieving your retirement dreams. Whether you’re three years or 30 years from retirement, AT&T can help you make the most of your retirement savings. You work hard for your money. Make it work hard for you. Because Your Money Matters.

Here is the proxy review from Research. There are 8 issues. Items 1 & 2 are Board and auditor elections. Items 3, 4, & 5 relate to the adoption of an incentive plan and the frequency of review. Item 6 requires disclosure of political contributions. Items 7 & 8 are governance issues on shareholders ability to call a special meetings. The review of each item indicates the typical shareholder issues at stake in that issue.

We’ve used shareholder votes for different purposes in the past. The last conversation amongst the VPs as I recall, was one where most did not want to focus on shareholder issues.

Therefore, in terms of a recommendation then, I’d suggest voting yes on item 6. If we want to proceed in that fashion and/or rewrite the proxy review for general distribution, please advise.

ATT Proxy Review -- 2011

Item 1: Election of 12 directors
In 2010 the Company’s directors received between 96-98% support from shareholders. A no vote could be justified based on the poor compensation practices (see below), but given pending T-Mobile merger, a vote to abstain or yes vote might be reasonable.

Item 2: Approve auditor
Not aware of any controversies with auditor, Ernst & Young, although company has been AT&T’s auditor since 1983 and it is not considered best practice to retain the same auditor over that length of time.

Item 3: Approve 2011 Incentive plan
This plan will replace the existing 2006 plan. In the absence of a detailed review of the plan (or comparison with the 2006 plan), a negative vote could be warranted based on the pay practices that AT&T engages in, such as generous incentive award payouts based on minimal performance targets (see Item 4 below).

Item 4: Advisory Vote on Executive Compensation
The Company has excessive executive compensation – the CEO’s total compensation for 2010 was $27.3 million (includes $12.7 m in stock awards and $7 m in pension value increases), with the 4 other executives all between $8.6-10.9 million. This is on the high end for a S&P 500 company. While AT&T’s share price outperformed the S&P 500 index as a whole (increasing from a $100 baseline in Dec 2005 to $156 in Dec 2010, versus $112 for S&P 500 index), it fell short of 500 index companies in the telecom sector, which reached $168 in the same period. In addition, some incentive compensation payouts are provided when the company total shareholder return meets between 20-40% of peer group median – 50% of the target total. If this measure is sufficient to fall in the 40-60% peer group range, 100% of the incentive target is paid.

Item 5: Frequency of Advisory Vote on Executive Compensation
Shareholders have the option of voting for intervals of 1, 2 or 3 years. The Company recommended a 3 year frequency, but institutional investors have always sought an annual vote as the most effective mechanism for holding corporations accountable for the compensation policies, which can change from year to year based on new policies or the hiring of new executives with outsized pay packages.

Item 6:Political Contributions Disclosure (shareholder proposal)
This proposal requires the company to disclose corporate contributions (as opposed to PAC contributions) and trade association dues and detail the policies and procedures that govern oversight of these expenditures. Institutional investors have pushed for companies to provide greater transparency and accountability for how political expenditures have been used, including trade associations dues (such as those for the US Chamber of Commerce). CWA is sponsoring this proposal in 2011 at CenturyLink, Comcast and Windstream.

Item 7:Special Shareholder Meetings (shareholder proposal)
This proposal would allow a special shareholder meeting to be called (outside of the regular annual meeting) if 10% of shareholders request such a meeting. Although rarely used, this provision provides protection for minority shareholders to raise important issues in cases where waiting until the annual meeting may make the issue moot (mergers, new directors, etc.). Institutional investors, however, do not generally make this proposal a priority for sponsorship, preferring to focus on larger shareholder rights issues---such as board declassification and majority voting---to use in maintaining board accountability with corporations.

Item 8:Shareholder Action by Written Consent (shareholder proposal)
This proposal would allow for shareholders to act by written consent (with a majority of shareholders) outside of an annual or special shareholder meeting. This provides protection for shareholders to raise issues in special circumstances, although it is rarely used. Similar to the special shareholder meeting proposal also on this year’s AT&T proxy, institutional investors usually do not focus on these issues when sponsoring shareholder proposals.

<2011 AT&T Proxy Recommendations.docx>