8-KRegulation FDOther EventsExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Regulation FD Disclosure (Jun 23, 2011)

Filed June 23, 2011For Securities:OKE

Summary

ONEOK Inc. (OKE) has filed an 8-K report on June 23, 2011, disclosing a significant change impacting its corporate governance structure. New legislation passed by the Oklahoma legislature mandates that all large, publicly traded companies incorporated in Oklahoma, including ONEOK, must implement a classified (staggered) board of directors. This legislative change overrides ONEOK's existing charter, which previously required annual election of all directors. The company has notified its shareholders via a letter about this development. The new law automatically classifies ONEOK's current directors into three classes with staggered terms. While companies can opt out of this requirement after January 1, 2015, through a majority shareholder vote, the immediate effect is a change in the board's election cycle. This development is a key piece of information for investors concerned with corporate governance and potential shifts in board oversight and accountability.

Key Highlights

  • 1Oklahoma legislation now requires large, publicly traded companies incorporated in the state to have a classified board of directors.
  • 2ONEOK Inc., being incorporated in Oklahoma, is directly affected by this new law.
  • 3The legislation overrides ONEOK's existing charter, which previously called for annual election of all directors.
  • 4Directors have been automatically classified into three groups with staggered terms as per the new statute.
  • 5Companies have the option to opt out of this requirement after January 1, 2015, via a majority shareholder vote.
  • 6A letter to shareholders detailing this change has been mailed and is included as an exhibit.

Frequently Asked Questions

A classified board of directors, also known as a staggered board, is one where directors are elected for overlapping terms, typically three years, with only a portion of the board up for election each year. This contrasts with an annual election where all board seats are contested simultaneously.

The new Oklahoma law automatically classifies ONEOK's board into three classes with staggered terms, meaning not all directors will be up for election each year. This changes the previous structure where all directors were elected annually.

Yes, ONEOK can opt out of the classified board requirement after January 1, 2015, provided a majority of its outstanding shares vote in favor of such a change.

The immediate impact for shareholders is a change in the frequency and method of director elections. Instead of voting on all board members annually, shareholders will vote on a portion of the board each year. This could potentially lead to greater board stability and continuity, but also reduces the ability for shareholders to effect immediate, broad changes to the board composition.