What is the main impact of the amendment to the Certificate of Incorporation approved by stockholders?

The amendment allows for the exculpation of certain KMI officers from monetary liability in direct claims brought by stockholders, such as class actions. This means officers may not be personally liable for monetary damages in such specific types of lawsuits, aligning with recent changes in Delaware corporate law.

Does the new officer exculpation provision mean officers have no liability whatsoever?

No, the exculpation is limited. It does not eliminate officers' monetary liability for claims brought by KMI itself or for derivative claims brought on KMI's behalf. Furthermore, it does not shield officers from liability for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law, or transactions where an officer derived an improper personal benefit.

Were there any proposals that failed to pass at the Annual Meeting?

All proposals presented to stockholders at the 2023 Annual Meeting were approved. This includes the election of directors, the amendment to the Certificate of Incorporation, the ratification of the independent auditor, and the advisory vote on executive compensation.

What is the significance of ratifying PricewaterhouseCoopers LLP as the auditor?

The ratification of PricewaterhouseCoopers LLP signifies continued shareholder confidence in the company's financial reporting and oversight. It means the shareholders agree with the Board's selection of an independent auditor to examine KMI's financial statements for the upcoming year.

KMI/EP-PC 8-K: Shareholder Matters & Corporate Changes

Summary

This 8-K filing from Kinder Morgan, Inc. (KMI) details key outcomes from its 2023 Annual Meeting of Stockholders held on May 10, 2023. The most significant development for investors is the stockholder approval of an amendment to the company's Certificate of Incorporation. This amendment, effective May 10, 2023, provides for the exculpation of certain officers from monetary liability in direct claims, including class actions, a move permitted by recent Delaware corporate law changes. Additionally, the filing confirms the election of all fourteen nominated directors to the Board, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, and the advisory approval of executive compensation. These outcomes reflect shareholder confidence in the company's governance and management structure.

Key Highlights

1Stockholders approved an amendment to the Certificate of Incorporation to exculpate certain officers from monetary liability in direct claims, including class actions, effective May 10, 2023.
2The amendment does not eliminate officer liability for breaches of loyalty, bad faith actions, intentional misconduct, knowing violations of law, or improper personal benefit.
3All fourteen nominated directors were elected to the Board of Directors until the 2024 annual meeting.
4PricewaterhouseCoopers LLP was ratified as KMI's independent registered public accounting firm for 2023.
5Shareholders provided advisory approval for the compensation of KMI's named executive officers.
6A quorum was met with 1,936,446,970 shares of common stock present or represented by proxy.
7The Certificate of Amendment was filed with the Secretary of State of Delaware on May 10, 2023.

KINDER MORGAN, INC. 8-K Report, Bylaw Amendment (May 16, 2023)

Summary

Key Highlights

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