8-KCorporate ChangesExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Bylaw Amendment (Jan 20, 2009)

Filed January 20, 2009For Securities:OKE

Summary

ONEOK Inc. (OKE) filed an 8-K on January 20, 2009, to report amendments to its By-laws approved by the Board of Directors on January 15, 2009. The primary change involves a delegation of authority regarding officer appointments and compensation. Previously, the Board of Directors was solely responsible for appointing all officers and setting their compensation. The amendments now grant the Chief Executive Officer (CEO) the concurrent authority to appoint officers other than a defined group of "Senior Officers" and to set the compensation for those officers appointed by the CEO. The Board retains its exclusive power to appoint Senior Officers and any other officers it deems appropriate. This shift in authority empowers the CEO with greater flexibility in managing the company's executive team and their compensation structures. While the Board maintains oversight over key leadership positions, the CEO can now more directly influence the appointment and remuneration of a broader range of officers. Investors should note this change as it impacts corporate governance and the internal allocation of decision-making power within ONEOK.

Key Highlights

  • 1ONEOK Inc. amended its By-laws, effective January 15, 2009.
  • 2The Board of Directors approved the amendments.
  • 3The Chief Executive Officer (CEO) gains authority to appoint officers below the "Senior Officer" level.
  • 4The CEO also gains authority to set compensation for officers appointed by the CEO.
  • 5The Board of Directors retains exclusive appointment power for "Senior Officers" (CEO, Presidents, CFO, CAO, Secretary, Treasurer, Executive/Senior Vice Presidents).
  • 6This change streamlines officer appointment and compensation decisions for non-senior roles.
  • 7The full text of the amended and restated By-laws is filed as an exhibit.

Frequently Asked Questions

The primary change is the delegation of authority from the Board of Directors to the Chief Executive Officer (CEO). The CEO can now appoint officers who are not classified as 'Senior Officers' and set their compensation, whereas previously all officer appointments and compensation decisions were made exclusively by the Board.

The Board of Directors retains exclusive appointment power for 'Senior Officers'. This group includes the CEO, one or more presidents, the CFO, the Chief Accounting Officer, the Secretary, the Treasurer, and one or more executive vice presidents and senior vice presidents. The Board can also appoint any other officers it deems appropriate.

This amendment likely aims to provide the CEO with greater operational flexibility and efficiency in managing the company's personnel and executive compensation. It allows the CEO to more directly influence the team responsible for executing business strategies, particularly for roles that are not considered top-tier leadership.

While the CEO now sets compensation for certain officers, the Board of Directors still retains ultimate oversight as they appoint the Senior Officers and can appoint any other officers they deem necessary. The Board's approval of the By-law amendments indicates their consent to this delegation of authority.