8-KShareholder MattersCorporate ChangesOther Events+1

ONEOK INC /NEW/ 8-K Report, Rights Modification (Oct 22, 2007)

Filed October 22, 2007For Securities:OKE

Summary

ONEOK, Inc. (OKE) filed an 8-K on October 22, 2007, reporting significant changes to its corporate governance structure. The board of directors approved amendments to the company's By-Laws and will seek shareholder approval for an amendment to its certificate of incorporation. These changes are designed to enhance shareholder rights and accountability, particularly concerning director elections. The most impactful change for investors is the amendment to the By-Laws, effective October 18, 2007, which will allow for directors to be elected by a majority vote in uncontested elections. Previously, directors were elected by a plurality vote. Additionally, the board is proposing to move to an annual election of directors, a significant shift from the current classified board structure, which will require an 80% shareholder vote for approval at the 2008 annual meeting.

Key Highlights

  • 1ONEOK's Board of Directors approved an amendment to its By-Laws on October 18, 2007.
  • 2The By-Laws amendment allows for directors to be elected by a majority vote in uncontested elections, replacing the previous plurality vote standard.
  • 3The company will submit an amendment to its certificate of incorporation to shareholders for approval.
  • 4This proposed amendment would move ONEOK to an annual election of directors, eliminating the current staggered (classified) board structure.
  • 5The annual election of directors requires an 80% shareholder vote for approval at the 2008 annual meeting.
  • 6The filing includes the amended and restated By-Laws as an exhibit.

Frequently Asked Questions

The primary change is that in uncontested elections, directors will now be elected by a majority vote of the shares voted, instead of a plurality vote. This means a director needs more than 50% of the votes cast to be elected in such instances.

ONEOK is proposing to move from a classified board (where directors are elected for staggered, three-year terms) to an annual election of all directors. This will allow shareholders to vote on the election of all board members every year.

The amendment to the certificate of incorporation to allow for annual director elections requires approval from 80 percent of ONEOK's outstanding shares at the annual meeting to be held in the spring of 2008.

The amendment to the By-Laws regarding majority vote in uncontested elections took effect on October 18, 2007, upon board approval. The proposed shift to annual director elections is subject to shareholder approval at the 2008 annual meeting.