8-KShareholder MattersCorporate ChangesOther Events+1

KINDER MORGAN, INC. 8-K Report, Bylaw Amendment (Nov 21, 2014)

Filed November 21, 2014For Securities:KMIEP-PC

Summary

Kinder Morgan, Inc. (KMI) filed an 8-K on November 20, 2014, to report on key outcomes from a special meeting of stockholders held on November 20, 2014. The primary focus of this filing is the approval of critical proposals related to KMI's proposed mergers with its master limited partnerships: Kinder Morgan Management, LLC (KMR), Kinder Morgan Energy Partners, L.P. (KMP), and El Paso Pipeline Partners, L.P. (EPB). The stockholder approvals pave the way for the consolidation of these entities under KMI. The company announced that KMI stockholders overwhelmingly approved the amendment to its certificate of incorporation to double the authorized shares of common stock from 2 billion to 4 billion. This increase was necessary to facilitate the stock issuance required for the proposed merger transactions. Furthermore, the issuance of KMI common stock in connection with these transactions also received strong approval, as did the proposal to adjourn the meeting if needed. The successful votes on these proposals signal significant progress towards the completion of KMI's strategic consolidation strategy.

Key Highlights

  • 1KMI stockholders approved a significant increase in authorized common stock from 2 billion to 4 billion shares to facilitate upcoming merger transactions.
  • 2The proposal to issue KMI common stock as part of the mergers with KMR, KMP, and EPB received overwhelming approval from stockholders.
  • 3The equity holders of KMI, KMR, KMP, and EPB all approved the proposed transactions and related proposals, as announced in a joint press release.
  • 4The successful approvals are a critical step towards KMI's strategic goal of simplifying its corporate structure by consolidating its publicly traded partnerships.
  • 5The voting results indicate strong support from KMI shareholders for the company's proposed consolidation strategy.
  • 6Adjournment of the special meeting was not necessary due to sufficient votes to approve the key proposals.

Frequently Asked Questions

The main proposals voted on were the approval of an amendment to KMI's certificate of incorporation to increase the number of authorized shares of common stock, the approval of the issuance of KMI common stock in connection with the proposed mergers with KMR, KMP, and EPB, and the approval to adjourn the meeting if necessary.

The increase in authorized shares from 2 billion to 4 billion was necessary to provide sufficient shares for KMI to issue as consideration in the proposed mergers with Kinder Morgan Management, L.P., Kinder Morgan Energy Partners, L.P., and El Paso Pipeline Partners, L.P.

KMI stockholders overwhelmingly approved all three proposals: the charter amendment to increase authorized shares, the stock issuance for the mergers, and the adjournment proposal. This indicates strong shareholder support for the proposed consolidation.

The 'Proposed Transactions' refer to the mergers of Kinder Morgan Management, LLC (KMR), Kinder Morgan Energy Partners, L.P. (KMP), and El Paso Pipeline Partners, L.P. (EPB) with wholly owned subsidiaries of Kinder Morgan, Inc. (KMI).