A shareholder proposal on workforce diversity will advance to AT&T Inc.’s annual meeting after four New York City pension funds and the telecom giant resolved a legal dispute on Wednesday that tested new Securities and Exchange Commission proxy season guidance.
“Today’s settlement is a major win for investors amid ongoing attempts to undermine transparency and accountability and sends a strong message to other publicly traded companies,” said New York City Comptroller Mark Levine in a statement. “AT&T recognized clearly and swiftly that it must abide by the federal securities law. AT&T shareholders will now have the responsibility to vote on our proposal that requests disclosure of clear and detailed data to help investors better assess its efforts to advance equal opportunity.”
The complaint, filed earlier this month in U.S. District Court for the Southern District of New York, was one of the first legal actions overseen by Levine, who took office on January 1. The comptroller is the fiduciary for the city’s five pension funds.
Four of the five funds—the New York City Employees’ Retirement System, Teachers’ Retirement System of the City of New York, New York City Police Pension Fund and the New York City Board of Education Retirement System—stated in mid-February that AT&T violated federal securities law by refusing to include the pension funds’ proposal in its 2026 proxy materials.
The complaint argued that AT&T unlawfully excluded a proposal—which the New York funds submitted in December 2025—asking AT&T’s board to adopt a policy to publicly disclose its Consolidated EEO-1 Report, which details the company’s workforce by race, ethnicity and gender. Although AT&T already submits this report annually to the U.S. Equal Employment Opportunity Commission, it stopped voluntarily disclosing the report in 2024 after sharing it from 2021 through 2023 in response to a similar 2020 shareholder proposal.
The New York funds, which held about 8.1 million AT&T shares valued at $209 million as of December 2025, met all requirements to submit shareholder proposals under SEC Rule 14a-8. AT&T informed the SEC in late December of its intention to exclude the proposal, citing the “ordinary business” exception in Rule 14a-8(i)(7). The SEC’s Division of Corporation Finance did not object, referencing a recent policy change that limits substantive responses to no-action requests if companies provide a reasonable basis for exclusion.
The pension funds contended that the ordinary business exception did not apply, as their proposal addressed significant policy issues beyond routine operations and did not micromanage the company. They alleged AT&T’s exclusion of the proposal violated Section 14(a) of the Securities Exchange Act and SEC Rule 14a-8, arguing that this action would cause “irreparable” harm by denying shareholders a vote.
The settlement did not include monetary penalties, as each party agreed to pay its own legal costs.
 |
NYC Pension Funds Sue AT&T Over Blocked Diversity Disclosure Proposal |
 |
Mark Levine’s Priorities at the NYC Pension System |
 |
NYC Comptroller Calls for City Pensions to Drop BlackRock, Fidelity, PanAgora |
Tags: AT&T, corporate governance, NYC Office of The Comptroller, proxy voting