8-KMaterial AgreementsRegulation FDOther Events+1

ONEOK INC /NEW/ 8-K Report, Material Agreement (Feb 17, 2012)

Filed February 17, 2012For Securities:OKE

Summary

ONEOK Inc. (OKE) filed an 8-K on February 16, 2012, detailing several important corporate actions. The most significant for investors is the announcement of a proposed two-for-one stock split, pending shareholder approval to increase the number of authorized shares. This action, if approved, will double the number of outstanding shares, potentially making the stock more accessible to a broader range of investors and possibly increasing trading liquidity. The filing also pertains to amendments to the limited partnership and limited liability company agreements for ONEOK Partners, L.P. These changes modify the definition of "Conflicts Committee" and clarify provisions related to "interested directors." While these are governance-related, they are intended to refine the oversight and management of transactions involving affiliated parties within the partnership structure, aiming for improved transparency and adherence to corporate governance standards.

Key Highlights

  • 1ONEOK announced a proposed two-for-one stock split, subject to shareholder approval for an increase in authorized shares.
  • 2The stock split, if approved, will be implemented by distributing one additional share for each share outstanding, effective for holders of record as of May 24, 2012.
  • 3ONEOK's 2012 annual shareholder meeting is scheduled for May 23, 2012, where the stock split proposal will be voted upon.
  • 4Amendments were made to the limited partnership agreement of ONEOK Partners, L.P. to modify the definition of "Conflicts Committee."
  • 5Amendments were also made to the limited liability company agreement of ONEOK Partners GP, L.L.C. concerning "interested directors" and related party transactions.
  • 6The company aims to clarify provisions regarding contracts and financial interests of directors within the partnership structure.

Frequently Asked Questions

The most significant news for ONEOK shareholders is the announcement of a proposed two-for-one stock split. This means that for every share of common stock an investor owns, they will receive one additional share, effectively doubling their holdings. This is subject to shareholder approval to increase the number of authorized shares.

If approved by shareholders, the two-for-one stock split will be implemented by distributing one additional share for each share outstanding. The record date for determining eligible shareholders is May 24, 2012. The actual meeting to vote on this and other matters is scheduled for May 23, 2012.

Yes, the filing indicates amendments to the partnership agreements of ONEOK Partners, L.P. and its general partner, ONEOK Partners GP, L.L.C. These changes modify the definition of the "Conflicts Committee" and clarify rules around "interested directors" and transactions involving them, aiming to enhance governance and oversight within the partnership structure.

Increasing the number of authorized shares is a necessary step to facilitate the proposed two-for-one stock split. By having more shares authorized, the company can issue the additional shares required for the split without exceeding its legal share limits.