Good afternoon. I'm Stacey Maris, Senior Vice President, Secretary, and Chief Privacy Officer at AT&T. Welcome to the AT&T 2026 Annual Stockholders Meeting. Please note that today's meeting is being recorded. Before we get started, I'd like to call your attention to our safe harbor statement. Some of our comments today may be forward-looking. As such, they're subject to risks and uncertainties referenced in our filings with the Securities and Exchange Commission. Actual results may differ materially. I also want to note that the quiet period for FCC Spectrum Auction 113 is in effect. During this period, applicants are required to avoid discussions of bids, bidding strategy, and post-auction market structure with other auction applicants. Later in today's meeting, we will respond to questions from stockholders. We've already received a number of questions.
If you are a stockholder and wish to submit a question or a comment, we invite you to do so at any time by clicking the Q&A icon. Depending on the number of questions we receive, it may not be possible to answer them all during this meeting. For questions we don't address, we will post our responses on the Investor Relations website within 30 days. If your question is about your AT&T account, we will follow up with you individually. Now, it's my pleasure to turn our meeting over to AT&T Chairman and CEO, John Stankey.
Thank you, Stacy, and good afternoon, everyone. On behalf of our board, our management team, and our employees, I want to welcome you to AT&T's 2026 Annual Stockholders' Meeting. In addition to Stacy, with us today is David McAtee, our General Counsel. Also joining us is Trent Henry, who is the Global Assurance Partner representing our auditor, Ernst & Young. In a few moments, we'll begin with the business portion of the meeting, and I'll give a brief report on the state of your company, and we'll end by answering your questions. First, I'd like to introduce your board of directors. Kelly Grier, retired U.S. Chair and Managing Partner of Ernst & Young, LLP. Bill Kennard, former U.S. Ambassador to the European Union and former Chair of the Federal Communications Commission, who currently serves as our independent lead director.
Steve Luczo, Senior Partner of Crosspoint Capital Partners and former Chair and CEO of Seagate Technology. Marissa Mayer, Founder and CEO of Dazzle AI, Inc. and former CEO of Yahoo. Michael B. McCallister, retired Chair and CEO of Humana. Beth Mooney, retired Chair and CEO of KeyCorp. Matthew K. Rose, retired Chair and CEO of Burlington Northern Santa Fe. Cynthia B. Taylor, retired President and CEO of Oil States International. Luis Ubiñas, Chair of The Statue of Liberty-Ellis Island Foundation, former President of the Ford Foundation, and myself, Chair and CEO of AT&T. Let's now turn to the business portion of the meeting, starting with a few reminders about voting. If you already submitted your proxy or voting instructions, you do not need to vote today. Your shares will be voted in the accordance with the directions you provided.
If you are a stockholder and have not submitted your vote, or if you want to change your vote, you may vote today by clicking the Vote icon on the website hosting this broadcast. With that, the polls are now open. Our first order of business is to vote on the election of directors. This is item number 1 on the proxy. The board has nominated 10 incumbent directors for re-election. The name and background of each director can be found in the proxy statement. Your board of directors recommends a vote for each nominee. Next up is ratification of the appointment of Ernst & Young as our independent auditors for 2026. This is item number 2. Your board recommends a vote for this item. Item number 3 is the vote on executive compensation.
As described in our proxy, the board's Human Resources Committee has structured an executive compensation program that pays for performance, is competitive in the market for key talent, and aligns the interests of our executives with your interest as stockholders. Your board of directors recommends a vote for this proposal. Item number 4 is the vote on the amendment to the Restated Certificate of Incorporation to provide for officer exculpation. As described in our proxy, the board believes that exculpating certain officers from personal liability under the limited circumstances permitted under applicable law would enhance the company's ability to recruit and retain exceptional candidates and allow these officers to exercise their business judgment without the distraction of frivolous litigation. Your board of directors recommends a vote for this proposal. Item number 5 is the vote on the 2026 incentive plan.
As described in our proxy, the 2026 incentive plan replaces the 2018 incentive plan, and like the prior plan, permits the company to compensate eligible employees with the equity and cash awards. 2026 incentive plan authorizes the issuance of up to 130 million shares through a variety of possible awards and plays a key role in the compensation of the company's employees. Your board of directors recommends a vote for this proposal. Item number 6 is the vote on the stock purchase and deferral plan. Stock purchase and deferral plan is designed to offer eligible employees the opportunity to invest in AT&T common stock by deferring their income, increasing employees' interest in the continued success of the company.
Board has amended the stock purchase and deferral plan to increase the number of shares available for issuance by 60 million to a total of 136 million and to make certain administrative changes as described in our proxy. Your board of directors recommends a vote for this proposal. We'll now turn to our stockholder proposals. Item 7 in our proxy is a stockholder proposal submitted by John Chevedden on the stock of shareholder rights to act by written consent. He's elected to present the proposal live. We'll now turn it to Mr. Chevedden, who will have 2 minutes to introduce the proposal. Operator, please open the line.
The line is now open. You may begin your remarks.
Hello, this is John Chevedden, proposal 7, shareholder right to act by written consent. Shareholders request the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes the shareholder ability to initiate any appropriate topic for written consent. Acting by written consent gives shareholders greater standing to engage effectively with AT&T management, which is especially important during AT&T's long drought of underperformance. This proposal received 42% support at a previous AT&T annual shareholder meeting. This 42% support likely represented more than 50% support from the AT&T shares that have access to independent proxy voting advice and are the most informed shareholders regarding the AT&T ballot items.
AT&T shareholders who do not have access to independent proxy voting advice can be guided by the view of the most informed AT&T shareholders and vote for this proposal 7. Now is a good time to increase shareholder rights by adopting this proposal due to the long-term underperformance of AT&T stock. AT&T stock was at $43 in 2016 and is at only $24 now in spite of a robust stock market. Please vote yes. Shareholder Right to Act by Written Consent, Proposal 7.
Thank you. Your line is now muted.
Thank you, Mr. Chevedden. As noted in the proxy, AT&T already allows stockholders owning 15% of its outstanding stock to call a special meeting. The proposal's requested changes are unnecessary, costly, and burdensome for AT&T and its stockholders. Board of Directors recommends a vote against this proposal. Finally, item number 8 is the stockholder proposal submitted by the Comptroller of the City of New York regarding EEO-1 report disclosure. Comptroller has elected to present the proposal live and is represented today by Ms. Yumi Narita. We'll now turn it to Ms. Narita, who will have 2 minutes to introduce the proposal. Operator, please open the line.
The line is now open. You may begin your remarks.
Well, this connection matters, I hope it's AT&T. Good afternoon, Mr. Stankey, Mr. Kennard, the board and fellow shareholders. My name is Yumi Narita, I'm presenting item 8 on behalf of Comptroller Lander and four of our New York City's pension funds. Our request is a proposal to adopt a policy to annually disclose the EEO-1 report. For decades, the shareholder proposal process has provided a practical, efficient way for long-term investors to engage with the companies they own. It has allowed us to raise concerns, test ideas, and work constructively with corporate management on issues ranging from governance and risk oversight to long-term strategy. This year, however, without even engaging with us, you decided that you could effectively exclude this EEO-1 proposal as the no-action process had significantly changed, we were left without the traditional SEC pathway to resolve the dispute.
Instead, we turned to the courts, and then you finally called us to let us know that our EEO-1 proposal would appear in the proxy. While we were very pleased to reach a resolution, the process was longer, more complex, and more costly than it needed to be, something that could have been entirely avoided. This is not a better system for anyone, and especially not for investors or for companies. The shareholder proposal process has long served as a pressure valve. It allows investors to raise concerns and companies to respond without escalating into adversarial actions like lawsuits or proxy contests. In many cases, proposals are withdrawn after productive engagement, or they provide valuable insight into shareholder priorities even when they proceed to a vote. Over time, this could lead to more aggressive shareholder campaigns, increased votes against directors, and greater market instability.
We encourage the AT&T Board to reconsider their stance on EEO-1 report disclosure and to allow investors to maintain their right to submit and vote on shareholder proposals. Thank you very much.
Thank you. The line is now muted.
Thank you, Ms. Narita. AT&T is strongly committed to a workplace that values mutual respect through its existing policies and disclosures, and already provides meaningful and adequate information. An additional disclosure policy for its EEO-1 report will not provide additive information and carries risk of confusion. Your board of directors recommends a vote against this proposal. This is our final business item. Please finish submitting your ballots. The polls are now closed. That concludes our official business. While we await preliminary voting results, I'll give you an update on the state of your company, and then we'll take your questions. We delivered another solid year in 2025 as we made good progress against our strategy to be the best advanced connectivity provider.
Based on our view of how U.S. connectivity is evolving, we've been investing at the top of our industry in fiber and 5G, strengthening American competitiveness, supporting local communities and economies, and positioning us to best serve customers' increasing preference to get all of their connectivity needs from one provider. As a result of these investments, we own and operate America's largest advanced converged fiber and wireless network. The market continues to validate our direction and execution. Our vision, combined with the assets we've put together, now uniquely positions AT&T to lead our industry forward. I'm proud to report that 150 years after the very first phone call by Alexander Graham Bell, the company stands here today financially strong and well-positioned to meet the growing demand for converged, always-on advanced connectivity.
We also continue to deliver on our commitments, and in 2025, we met or exceeded all consolidated full-year financial guidance. We brought fiber to more places and increased fixed wireless availability with deeper spectrum coverage. This resulted in our best consumer internet subscriber growth in a decade. Wireless, we're growing the right way, attracting high-quality, profitable subscribers. Most importantly, more people are choosing AT&T for all of their connectivity needs than ever before. Our investments, both organic and through acquisitions, have positioned us to accelerate and scale the execution of our converged strategy in 2026. By the end of the year, we expect to reach over 40 million fiber customer locations. This puts us well ahead of the competition and on target to reach more than 60 million total fiber locations by the end of 2030.
We're now able to reach more than 90 million customer locations across the country with our advanced Internet services over either 5G or fiber, all on America's largest wireless and fiber network with America's best and fastest home internet backed by the AT&T Guarantee. We continue to expand our reach with our advanced internet services, coupled with the accelerated pace of converged customers, 42% of our advanced home internet customers choose AT&T Wireless. We strongly believe we still have plenty of runway to grow. By applying the right strategy to the right market, we have the ability to win in new places and with under-penetrated customer segments across consumers and businesses. While investing to drive the business forward, we also return more to you, our stockholders. We returned over $12 billion through dividends and buybacks last year. That's more than a 50% increase from 2024.
In January this year, we detailed plans for even greater shareholder returns over the following 3 years. Over this timeframe, we anticipate delivering more than $45 billion in returns to you, thanks to an attractive dividend and share repurchases. As responsible stewards of your capital, our plans balance increased shareholder returns with continued investments to expand and modernize our networks while working to become more efficient in how we operate our business and serve our customers. This includes achieving over $1 billion in cost savings in 2025 and scaling to an additional $4 billion in cost savings by the end of 2028 by leveraging AI, moving more customer transactions to digital experiences, achieving greater operating leverage from a growing customer base.
Executing against our ongoing transformation initiatives, including powering down the large majority of our legacy copper-based infrastructure by the end of 2029 and modernizing our wireless network to be more open and interoperable, an effort we are now more than halfway through. We're operating our business from a position of strength. As we lean into the strategic foundation we built, as we continue to accelerate the scale of the execution of our strategy, we expect to deliver on the shareholder commitments outlined in our Analyst and Investor Day in 2024 and updated in our 2025 fourth quarter earnings that will demonstrate increased cash generation, consistent growth in adjusted EBITDA and EPS. Solid balance sheet flexibility.
As we enter the next era of connectivity, we remain focused on playing our part, ensuring every American has reliable high-speed internet, so they can take advantage of and benefit from the AI era. Through access to education, jobs, healthcare, and so much more. With private sector investment and smart public policy coming together, more people and communities are connected than ever before. It's clear that government leaders across all levels recognize the critical role advanced networks play in driving economic growth. Through flourishing intermodal competition and initiatives like the federal government SPEED program, and pro-investment policies, including the One Big Beautiful Bill Act, we're closer than ever to closing the digital divide. The FCC also recently adopted rules that strengthen our ability to invest in modern networks and shift from outdated copper to new and more reliable services like fiber and wireless.
We appreciate the FCC and Brendan Carr's continued leadership in modernizing America's communications networks, and we remain committed to taking the right approach in deploying investments to modernize infrastructure as we support our customers every step of the way. Ultimately, our goal is to make internet access not only more easily available, but affordable to everyone. To do this, it's critical that the next big policy issue is a sustainable Universal Service Fund aligned with how people connect today. This is the next important step for congressional policymakers to create a digital future that benefits everyone. AT&T will continue to advocate for a smart and tailored solution to the challenge. In closing, our teams have positioned AT&T to lead our industry as we enter the dawn of the AI economy.
Building and expanding infrastructure to ensure advanced connectivity across America remains critically important, and we remain optimistic about the opportunity to invest and drive returns in this environment. Grateful to our dedicated current and past employees. It's your hard work that keeps our country connected. Thank you for all you do. I also want to recognize the invaluable insights and support of our board of directors. Your leadership, counsel, and expertise remain vital to our company's success. Of course, I'm grateful to you, our stockholders, for your confidence in AT&T. We remain committed to the growth objectives we've laid out. We'll continue to be responsible stewards of your capital and expect to deliver competitive returns to you while positioning AT&T for a bright future. After years of investing in best-in-class connectivity, we now have a structural advantage that others won't catch.
We're laying the foundation to deliver the connectivity needed to lead our industry in the AI era. Even after 150 years, I'm convinced our best days are ahead of us. With that, we'll now move into the question and answer portion of the meeting. Stacey?
Thanks, John. Our first question is about growth. Why do you believe AT&T will be able to drive growth in a saturated market where churn remains elevated?
Well, as I just mentioned, we believe one of the best ways for us to attract and retain customers is by leaning into the strength of our network and the services that we offer. After making years of industry-leading investments in fiber and 5G, we've got a structural advantage now that I don't think others can easily catch up to. If I put a finer point on that, we believe we're best positioned to win because we've got great scale, reaching over 90 million customer locations with advanced internet service. Because of that scale and the fact that we can run that infrastructure effectively with owners' economics, we believe we're able to offer that customer access to the Internet on a lower marginal cost structure than any competitor and do it with superior performance in an industry-leading experience on America's best and fastest home internet.
Frankly, this positions us to compete on performance and value by putting our service at the center of our converged offers and over time, shifting the focus away from expensive device subsidies. I think the strategy is working. Customers are increasingly purchasing their internet and wireless together from AT&T, and when that happens, really good things happen. We see that their lifetime on the network increases, they consistently express stronger brand love, they have higher Net Promoter Scores, their profitability goes up to us, they stay with us longer, and all that's good for us and good for the customer. Stacey, how about the next question?
We're seeing a number of questions on satellite. Do you think that Starlink/SpaceX will be offering terrestrial cell service alongside their satellite offerings? If so, how will AT&T compete?
Well, I'm not gonna speculate on Starlink, but certainly, anything is possible. What I can tell you is that we continue to view satellite as an important complementary role in connecting customers better in really hard-to-reach areas. But I don't think satellite is a substitute for the speed, reliability, and capability of our assets that we've been investing in for decades to raise service levels and performance, and we intend to build and offer the best always-on product in the market. fiber, which is today's best performing, lowest marginal cost technology, is the foundation of that strategy, and it's best suited to win as we move into the AI generation. Always-on connectivity is no doubt coming to the U.S., and we think will be an important aspect of what our customers want from us.
It's natural that we would work with LEO providers that have the capabilities to integrate those offerings into our services. That's precisely why we announced our planned joint venture this morning with two other U.S. networking companies to jointly buy satellite capacity and harmonize technical standards so we can foster a robust wholesale satellite ecosystem that seamlessly integrates these capabilities at an attractive price into the services that we already offer. Stacey, what's next?
The next one is how will AT&T win in an AI future?
Our strategies and capital allocation are gonna remain focused on meeting the advanced connectivity needs of consumers, businesses, the public sector, first responders, as everybody adjusts their business models and their lives to AI-enabled tools and applications. A little bit of what we just talked about with all that fiber deployment and what we're doing to bolster the wireless network. I expect AI is gonna fundamentally transform network requirements as well beyond download speeds to the ability to support more symmetrical traffic upstream just as much as downstream, and ultra-low latency capabilities, session control of packets across multiple access technologies under sustained loads. That's really how we're investing and architecting our network to be able to respond to what's going on right now.
Investment in high-performance networking is a critical component of a competitive American AI ecosystem, and frankly, we've committed to greater investment than any of our peers in U.S. connectivity. By the end of this decade, we expect we'll operate the most advanced and open communications network in the U.S., and it's gonna be built on a foundation of dense metro fiber and deep nationwide spectrum. With the opportunity to reach more end users in our competition, coupled with our historically scaled metro and long-haul core assets, I think AT&T is incredibly well-positioned to lead our industry in AI-ready connectivity.
All right. I thought AT&T committed to a leverage target of 2.5 times. Why has it jumped so much?
Well, we shared at our analysts and investor day in December of 2024 that a two-and-a-half times range net debt to adjusted EBITDA, our plans would support continued investment in the business at that level and enhance shareholder returns and opportunistic use of the balance sheet would be also able to be sustained at that level. We ended the first quarter with net debt to adjusted EBITDA of 2.71 times, which is up from 2.53 times at the end of the fourth quarter last year. This is primarily due to the close of the Lumen transaction, adding over 4 million fiber locations into our footprint. That's a good example of using the flexibility of the balance sheet to focus on a strategic opportunity that was in front of us.
We expect leverage is gonna temporarily move to 3.2 times following the closing of the EchoStar spectrum acquisition, then to decline to approximately 3 times by year-end, with a clear path to return to our 2.5 times range target within approximately 3 years of the EchoStar closing. We think that's a really comfortable place to run the business and gives us the right flexibility and the right balance on returns to our shareholder. That's Stacey. Let's now go over to the preliminary voting results, if you will, please.
Okay. The first item is the election of directors. All 10 nominees were reelected. For item number 2, the ratification of Ernst & Young as independent auditors for AT&T, there were 93.25% of votes cast in favor. As a result, the appointment of Ernst & Young as our independent auditors for 2026 has been ratified. For item number 3, the advisory vote on executive compensation, there were 93.05% of votes cast in favor. Therefore, the proposal is approved. Next, item number 4, the vote to approve the amendment to the Restated Certificate of Incorporation to provide for officer exculpation. Unlike the other proposals in this proxy, an amendment to a Restated Certificate of Incorporation requires a for vote by a majority of outstanding shares.
With 86.65% of votes cast in favor and 53.88% of outstanding shares voted in favor, the proposal is approved. For item number 5, the vote to approve the 2026 incentive plan, there were 96.22% of votes cast in favor. Therefore, that proposal is approved. For item number 6, the vote to approve the stock purchase and deferral plan, there were 98.67% of votes cast in favor. Therefore, the proposal is approved. For item number 7, the stockholder proposal on the shareholder right to act by written consent, there were 67.90% of votes cast against the proposal. Therefore, the proposal is defeated. Finally, item number 8, the stockholder proposal on the EEO-1 report disclosure policy, there were 71.41% of votes cast against.
Therefore, the proposal is defeated.
Thank you, Stacey. Well, that concludes our formal business. I now declare the meeting adjourned. On behalf of the board and the executive team of AT&T, thank you for joining us today, and thank you for your continued interest in our company.
Ladies and gentlemen, you may now disconnect.