Company Name: AT&T Inc.
Public Availability Date: December 12, 2007
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
November 27, 2007
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AT&T Inc. 2008 Annual Meeting Shareholder Proposal of Mary F. Morse
Ladies and Gentlemen:
This statement and the material enclosed herewith are submitted on behalf of
AT&T Inc, ("AT&T") pursuant to Rule 14a-8(j) under the Securities Exchange Act
of 1934, as amended. AT&T has received a shareholder proposal from Mary F. Morse
for inclusion in AT&T's 2008 proxy materials. For the reasons stated below, AT&T
intends to omit the proposal from its 2008 proxy statement.
Pursuant to Rule 14a-8(j), enclosed are six copies each of: this statement, the
proponent's letter submitting the proposal, and AT&T's correspondence with the
proponent. A copy of this letter and related cover letter are being mailed
concurrently to the proponents advising them of AT&T's intention to omit the
proposal from its proxy materials for the 2008 annual meeting.
The Proposal
On September 4, 2007, AT&T received a letter from the proponent containing the
following proposal:
I, Mary F. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of
$2000.00 or more of AT&T Inc. stock, held for a year, request the Board of
Directors to take action regarding remuneration to any of the top five persons
named in Management be limited to $500,000.00 per year, by salary only, plus any
nominal perks {i.e.; company car use, club memberships] This program is to be
applied after any existing programs now in force for cash, options, bonuses,
SAR's, etc., plus discontinue, if any, severance contracts, in effect, are
completed, which I consider part of remuneration programs.
This proposal does not affect any other personnel in the company and their
remuneration programs.
Reason the Proposal May Be Omitted from the Proxy Statement
Pursuant to Rules 14a-8(b) and 14a-8(f)(1): Failure to provide proof of
ownership of the requisite value of the Company's shares.
Rule 14a-8(f)(1) provides that shareholder proposals may be excluded from a
company's proxy materials if the proponent fails to meet the eligibility and
procedural requirements of Rules 14a-8(a) through (d). Rule 14a-8(b)(1) provides
that in order to be eligible to submit a proposal, a shareholder must have
continuously held at least $2,000 in market value, or 1%, of the company's
securities entitled to be voted on the proposal at the meeting for at least one
year by the date the shareholder submits the proposal. If the proponent is not a
registered shareholder, the proponent must provide proof of ownership in one of
the two methods specified in Rule 14a-8(b)(2)(i)-(ii). Where the proponent fails
to provide proof of ownership at the time the proposal is submitted, the company
must notify the proponent in writing of the procedural or eligibility deficiency
within 14 calendar days of receiving the proposal. Under Rule 14a-8(f), a
proponent's response must be postmarked or transmitted electronically no later
than 14 days from the date the proponent receives the company's notification.
In this case, the proponent does not appear on the records of AT&T as a
registered stockholder. By letter dated September 5, 2007 (the "September 5
Letter"), and delivered via UPS, AT&T requested that the proponent submit proof
of ownership of at least $2,000 in market value of AT&T's common stock held for
at least one year prior to the date the proponent submitted the Proposal. A copy
of AT&T's request is attached to this letter. AT&T has obtained confirmation
from UPS that the September 5 Letter was delivered to the proponent's home and
signed for on October 6, 2007. Because the September 5 Letter was delivered to
the proponent on September 6, 2007, the proponent had until September 20, 2007,
to respond to AT&T's request for proof of ownership under the 14-day deadline of
Rule 14a-8(f). As of the date of this letter, AT&T has not received from the
proponent a response to its request. Therefore, this proposal may be properly
omitted from AT&T's proxy materials pursuant to Rule 14a-8(f).
* * *
Because the proponent failed to comply with the clear procedural obligations set
forth in Rule 14a-8(b), AT&T has limited its response to this issue. AT&T has
identified additional grounds for excluding this proposal, however, including
Rule 14a-8(i)(2) (relating to violation of state and federal law), Rule
14a-8(i)(3) (relating to false and misleading statements), and Rule 14a-8(i)(7)
(relating to the company's ordinary business operations). AT&T is prepared to
supplement this letter in the event that the Staff determines that such
discussion about these grounds would be useful.
Please acknowledge receipt of this letter by date-stamping and returning the
extra enclosed copy of this letter in the enclosed, self-addressed envelope.
Sincerely,
/s/
Enclosures
cc: Mary F. Morse
[INQUIRY LETTER]
August 30, 2007
Sr. V.P & Secretary
AT&T Inc.
175 E. Huston, Rm. 316
San Antonio, TX 78205.
Dear Secretary:
I, Mary F. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, wish to
introduce the enclosed Proposal for the Year 2008 Proxy Material. I have
held.$2000.00 or more in the company's securities over one year and will
continue to hold until after the next meeting date.
I cannot be expected to attend but will try to be represented at the meeting by
an alternate selection, if any become known to me.
For the past three years, my close presence at home to attend my medical needs
has escalated and the S.E.C. has been so advised as a "valid reason" for
non-attendance.
This Proposal has been prepared by my husband, Robert, as I neither type nor use
a computer.
Encl.: Proposal and Reasons
Sincerely,
Mary F. Morse Family Tr.
/s/
[APPENDIX]
PROPOSAL
I, Mary F. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of
$2000.00 or more of AT&T Inc. stock, held for a year, request the Board of
Directors to take action regarding remuneration to any of the top five persons
named in Management be limited to $500,000.00 per year, by salary only, plus any
nominal perks {i.e.; company car use, club memberships] This program is to be
applied after any existing programs now in force for cash, options, bonuses,
SAR's, etc., plus discontinue, if any, severance contracts, in effect, are
completed, which I consider part of remuneration programs.
This proposal does not affect any other personnel in the company and their
remuneration programs
REASONS
Ever since about Year 1975, when "Against" was removed from "Vote for Directors"
box, and no other on the Proxy Vote, and the term "Plurality" voting was
contrived, shareowners have lost the "Right of Dissent", which is
unconstitutional. No reason given, but the result has been that any Management
nominee for Director was elected, even if only one "For" vote was received. This
is because "Abstain" and "Withheld" are not deducted from "For". In response,
Directors have awarded remuneration to those whom nominated them, to the point
of being excessive and still escalating. Millions of dollars of shareowners
assets are diverted for the five top Management, year after year, until their
retirement or they "Jump Ship" for another company's offer. It is seldom proven
to have been "earned" by their efforts, rather than the product or services.
The limit of one half million dollars in remuneration is far above that needed
to enjoy an elegant lifestyle. These funds might better be applied to dividends.
The savings in elimination of personnel needed to process all previous programs
could be tremendous. Plus savings on lengthy pages reporting the process in the
Report, a help for the National Paperwork Reduction Act.
This can all be accomplished by having Directors eliminate all Rights, Options,
S.A.R.'s, retirement and severance, etc. programs, relying on $500,000.00 to be
adequate, and Management buying their own stock and retirement programs, if
desired.
It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others,
have already returned "Against" as requested.
Thank you, and please vote "YES" for this Proposal. It is for Your benefit!
Mary F. Morse
/s/
[INQUIRY LETTER]
November 29, 2007
Jonathan A. Ingram, Dep. Chief Counsel
Securities & Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Subject: AT&T Corp.
Re: My Proposal
Dear Sir:
Here again is another demonstration of a company which has promoted
discontinuance of certificates, and using the resulting ease of transfer at the
site of brokers as a tool to obstruct presentation of legitimate proposals.
My broker, TD Ameritrade has not responded to proof of ownership requests this
year, nor are they obligated.
AT&T has found a way to pay my dividends and did not use that information to
determine the $2000.00 or more in value and length held from those records.
The S.E.C. must adjust to the present if Proxies issuance is to do what is
intended, inform and allow input from shareowners. It is their company, and
Management has too much control over the remuneration they receive by nominating
directors, set their pay, and in return receive more compensation than they can
prove having earned. This process is a near skimming of shareowners assets year
after year. The "unearned" rewards cannot possibly be spent on worldly goods,
and can lead to family descendants as non-achievers.
A shareowner must pay about $15.00 for a certificate of ownership.
An equities dealer is under no obligation to fill my yearly requests for proof
of ownership. Further, their integrity is insulted as monthly purchase and
holdings reports are issued and assumed to be "invalid" proof.
I wish to apply this information to all other corporations who use an obvious
loophole to delete anyone's proposals.
Please advise that the matter has been reconsidered and allow my proposal. Copy
to: AT&T Corp.
Sincerely,
Mary, F. Morse, Tr.
/s/
[STAFF REPLY LETTER]
December 12, 2007
Response of the Office of Chief Counsel Division of Corporation Finance
Re: AT&T Inc. Incoming letter dated November 27, 2007
The proposal relates to compensation.
There appears to be some basis for your view that AT&T may exclude the proposal
under rule 14a-8(f). We note that the proponent appears not to have responded to
AT&T's request for documentary support indicating that the proponent has
satisfied the minimum ownership requirement for the one-year period required by
rule 14a-8(b). Accordingly, we will not recommend enforcement action to the
Commission if AT&T omits the proposal from its proxy materials in reliance on
rules 14a-8(b) and 14a-8(f).
Sincerely,
/s/
Song P. Brandon
Attorney-Adviser
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