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For records of the SEC correspondence reported below, see

For the initial news report of the controversy, see

Note:  Cornish F. Hitchcock, the attorney representing the shareholder proponent in communications with the SEC, is a member of the Advisory Panel of the Options Policies Forum.


New York Times, March 6, 2007 article


The New York Times

Executive Pay

Special Section: Executive Pay

The New York Times spotlights the one season a year when shareholders can express their opinions on management.

Go to Special Section »

March 6, 2007

AT&T Investors Will Have Their Say


Gene Blythe/Associated Press

Edward Whitacre, chairman and chief executive of AT&T.

The No. 1 topic among shareholders this proxy season is executive pay, and many annual shareholder meetings will feature proposals that aim to give investors more say on how compensation is structured. Some companies have embraced these so-called say-on-pay proposals as a way to start a constructive dialog with shareholders on an issue that inflames investors.

But other companies — AT&T for example — have stonewalled the proposals, seeking approval from the Securities and Exchange Commission to keep them from a vote at annual meetings.

The proposals would give shareholders the right to vote on pay packages on an advisory basis only. Moreover, such votes have been required in Britain since 2001 and have resulted in compensation that is more closely linked to performance, some shareholders there say.

Here’s good news: the S.E.C. has sided with investors on the AT&T matter. Officials advised AT&T late last month that it could not keep the proposal out of its proxy. Shareholders will be able to vote for it at the company’s annual meeting this spring.

“AT&T told the S.E.C. that the proposal should be excluded because the say-on-pay idea was insignificant,” said Cornish F. Hitchcock, a lawyer in Washington, D.C., who wrote to the S.E.C. on behalf of AT&T shareholders. “It’ll be interesting to see what AT&T’s shareholders have to say on the matter.”


Copyright 2007 The New York Times Company




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