8-KLeadership ChangesExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Executive Changes (Jul 17, 2009)

Filed July 17, 2009For Securities:OKE

Summary

This 8-K filing from ONEOK Inc. on July 17, 2009, announces significant management changes effective July 16, 2009. The most notable change is the upcoming retirement of James C. Kneale, President and Chief Operating Officer, on January 1, 2010. John W. Gibson, the current CEO of ONEOK Inc. and Chairman and CEO of ONEOK Partners GP, will assume the additional role of President for both entities upon Mr. Kneale's retirement. Additionally, the company has appointed Robert F. Martinovich as Chief Operating Officer and Terry K. Spencer as Chief Operating Officer – ONEOK Partners. Caron A. Lawhorn's role is expanded to include Senior Vice President – Corporate Planning and Development, while Derek S. Reiners will join as Senior Vice President and Chief Accounting Officer, taking over Ms. Lawhorn's accounting duties around August 10, 2009. These executive transitions are accompanied by new Termination Agreements offering severance benefits in the event of termination without cause or for good reason within three years of a change in control, providing a degree of security for the named officers.

Key Highlights

  • 1James C. Kneale, President and COO, to retire effective January 1, 2010.
  • 2John W. Gibson, current CEO, will assume the role of President for ONEOK Inc. and ONEOK Partners GP upon Mr. Kneale's retirement.
  • 3Robert F. Martinovich appointed Chief Operating Officer of ONEOK Inc.
  • 4Terry K. Spencer named Chief Operating Officer – ONEOK Partners.
  • 5Derek S. Reiners, an external hire from Grant Thornton LLP, appointed Senior Vice President and Chief Accounting Officer, effective around August 10, 2009.
  • 6New Termination Agreements provide severance benefits for officers under specific termination conditions (without cause or for good reason) within three years of a change in control.

Frequently Asked Questions

The key changes include the retirement of James C. Kneale as President and COO, with John W. Gibson taking over presidential duties. Robert F. Martinovich is appointed COO of ONEOK Inc., Terry K. Spencer is named COO of ONEOK Partners, and Derek S. Reiners will join as SVP and Chief Accounting Officer.

These agreements provide severance packages, including lump-sum payments and accelerated vesting of benefits, to officers if their employment is terminated by the company without 'just cause' or by the officer for 'good reason' within three years following a change in control. This structure is common for executive retention and to ensure stability during potential transition periods.

Derek S. Reiners is a new hire joining as Senior Vice President and Chief Accounting Officer. He comes from Grant Thornton LLP, where he was a partner since 2004, bringing external audit and accounting expertise to ONEOK.

While Mr. Kneale is retiring, the transition appears planned, with Mr. Gibson assuming broader responsibilities and new officers stepping into key operational and financial roles. The appointment of Mr. Reiners as Chief Accounting Officer, albeit slightly delayed, addresses a critical financial function.