8-KLeadership ChangesRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Executive Changes (Dec 19, 2011)

Filed December 19, 2011For Securities:OKE

Summary

ONEOK, Inc. (OKE) filed an 8-K on December 19, 2011, detailing significant executive officer changes and a new director appointment, effective January 1, 2012. The report indicates a planned transition in leadership, with John W. Gibson continuing as Chairman and CEO while other key executives assume expanded roles. Notably, Terry K. Spencer will become President of ONEOK, Inc. and its general partner, and Pierce H. Norton II and Robert F. Martinovich will take on executive vice president roles, broadening their operational and financial responsibilities. Furthermore, the filing announces the election of Steven J. Malcolm as a new director for both ONEOK, Inc. and ONEOK Partners GP, adding significant industry experience from his tenure at The Williams Companies. The executive changes are accompanied by the implementation of a new Change in Control Severance Plan for certain officers, providing a defined level of severance benefits in specific change-of-control scenarios. Investors should note these leadership adjustments and the associated governance changes as the company moves forward.

Key Highlights

  • 1Terry K. Spencer appointed President of ONEOK, Inc. and ONEOK Partners GP, effective January 1, 2012.
  • 2John W. Gibson will remain Chairman and CEO of both ONEOK, Inc. and ONEOK Partners GP.
  • 3Pierce H. Norton II and Robert F. Martinovich promoted to Executive Vice President roles for both entities.
  • 4Steven J. Malcolm elected as a new Director for ONEOK, Inc. and ONEOK Partners GP, bringing extensive energy sector leadership experience.
  • 5ONEOK, Inc. and ONEOK Partners GP Boards of Directors increased in size by one member each, effective January 1, 2012.
  • 6A new Change in Control Severance Plan was adopted for certain officers, providing severance benefits contingent on specific change-of-control events and termination conditions.
  • 7The severance package under the new plan includes two times salary plus target bonus and COBRA premium reimbursement for 18 months, with potential reductions to avoid excise taxes.

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