In February 2011, the SEC's Division of Corporation Finance issued No-Action Letters to each of AT&T Inc., Comcast Corp. and Verizon Communications Inc. that confirmed a basis to omit from their proxy materials shareholder proposals requesting the companies to publicly commit to abide by Internet network neutrality principles - "i.e., operate a neutral network with neutral routing along the company's wireless infrastructure such that the company does not privilege, degrade or prioritize any packet transmitted over its wireless infrastructure based on its source, ownership or destination." The proposals were excluded under Rule 14a-8(i)(7) as relating to ordinary business operations.
In December 2011, the Nathan Cummings Foundation submitted similar proposals to AT&T, Verizon and Sprint Nextel Corp., noting that since SEC staff last reviewed the issue, net neutrality had continued to be a consistent and hotly contested topic of policy debate in Washington, in the press, in academia and communities throughout the U.S. Senators Al Franken and Ron Wyden wrote to the SEC in March 2011 about the importance of net neutrality. The Foundation said they called net neutrality the free speech issue of our time. AT&T also received identical proposals from Trillium Asset Management, LLC on behalf of three proponents and from the Benedictine Sisters of Mount St. Scholastica.
By No-Action Letters dated February 10 and 13, 2012, SEC staff reversed its 2011 position, explaining that due to the sustained public debate over the last several years concerning net neutrality and the Internet and the increasing recognition that the issue raises significant policy considerations, the proposals may not be omitted in reliance on the ordinary business exclusion. In the 2011 letters, SEC staff noted increasing levels of public attention, but did not believe that net neutrality had emerged as a consistent topic of widespread public debate such that it would be a significant policy issue.
AT&T filed a preliminary proxy statement on Form PRE 14A on February 21 for the annual meeting scheduled for April 27, 2012 (SEC file no. 1-08610) .
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