What are the most significant changes to ONEOK's corporate governance as a result of this filing?

The most significant changes are the reduction in the maximum number of authorized directors from 31 to 21 and the elimination of the classified board structure, meaning all directors will now be elected annually by shareholders, starting in 2009. This enhances director accountability to shareholders.

Why did ONEOK change its board structure?

The company stated the amendments aimed to modernize governance, increase director accountability, and eliminate outdated provisions. The shift to annual director elections is a common corporate governance trend that provides shareholders with more frequent opportunities to vote on the composition of the board.

How does the elimination of the classified board affect shareholder influence?

By eliminating the staggered terms of a classified board, all directors are now subject to annual election. This gives shareholders greater and more immediate influence over board composition and corporate strategy, as they can vote out directors at each annual meeting if they are dissatisfied.

When do these changes officially take effect?

The Amended and Restated Certificate of Incorporation became effective on May 15, 2008, upon filing with the Oklahoma Secretary of State. The annual election of all directors will begin with the 2009 annual meeting of shareholders.

OKE 8-K: Corporate Changes

Summary

ONEOK, Inc. (OKE) filed an 8-K on May 19, 2008, reporting significant changes to its corporate governance structure approved by shareholders on May 15, 2008. The primary changes involve the Certificate of Incorporation and By-laws, aimed at modernizing governance and increasing director accountability. Investors should note the shift from a classified, staggered board to an annual election of all directors, a move that generally enhances shareholder influence and oversight. The company reduced the maximum authorized number of directors from 31 to 21. Furthermore, the elimination of the classified board structure means all directors will now stand for election annually, starting with the 2009 shareholder meeting. This governance reform is a key development for shareholders, potentially leading to greater responsiveness from the board to shareholder interests.

Key Highlights

1Shareholder approval received on May 15, 2008, for amendments to the Certificate of Incorporation and By-laws.
2Maximum authorized number of directors reduced from 31 to 21.
3Eliminated the classified (staggered) board structure.
4All directors will now be elected annually, effective with the 2009 shareholder meeting.
5The Amended and Restated Certificate of Incorporation was filed with the Oklahoma Secretary of State on May 15, 2008, and became effective on that date.
6Board of Directors also approved amendments to By-laws reflecting these governance changes, including provisions on director removal and shareholder proposals.
7Exhibits filed include the Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Amended and Restated By-laws (Exhibit 3.2).

ONEOK INC /NEW/ 8-K Report, Bylaw Amendment (May 19, 2008)

Summary

Key Highlights

Frequently Asked Questions