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.