8-KLeadership ChangesOther EventsExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Executive Changes (Feb 22, 2013)

Filed February 22, 2013For Securities:OKE

Summary

ONEOK Inc. (OKE) filed an 8-K on February 22, 2013, primarily detailing changes to its executive compensation plans and a director's departure. The board approved amended and restated award agreements for restricted stock units and performance units, importantly changing the policy to allow for dividend equivalents to be credited and paid upon vesting. This modification is a positive development for executives and key employees participating in these long-term incentive plans, as it enhances the potential return on their awards. Additionally, the company announced that director Gerald B. Smith will not seek reelection at the upcoming annual shareholder meeting on May 22, 2013, leading to a reduction in the size of both the ONEOK Inc. and ONEOK Partners GP boards. The company also confirmed the date and location for its 2013 annual shareholder meeting.

Key Highlights

  • 1ONEOK, Inc. amended its Long-Term Incentive Plan (LTIP) and Equity Compensation Plan (ECP) to allow for dividend equivalents on restricted stock and performance unit awards.
  • 2Previously, dividend equivalents were not credited on awards prior to vesting; this change means participants will now receive these benefits, paid in stock and cash, upon vesting.
  • 3The amendment applies to new awards granted under the amended and restated agreements and does not impact awards from previous years.
  • 4Director Gerald B. Smith will not stand for reelection at the May 22, 2013 annual shareholder meeting due to other commitments.
  • 5Gerald B. Smith will also resign from the board of ONEOK Partners GP, L.L.C. on the same date.
  • 6The number of directors on ONEOK, Inc.'s board will decrease to 10 from 11, and on ONEOK Partners GP's board to 8 from 9.
  • 7The company announced its 2013 annual shareholder meeting will be held on May 22, 2013, at its Tulsa, Oklahoma headquarters.

Frequently Asked Questions

The primary change is that dividend equivalents will now be credited on restricted stock units and performance units when a dividend is declared and paid by the company. These dividend equivalents will be paid out upon the vesting of the units, enhancing the value of these awards for participants.

The filing refers to awards granted under the ONEOK, Inc. Long-Term Incentive Plan (LTIP) and the ONEOK, Inc. Equity Compensation Plan (ECP). These plans are typically for executives and key employees, so the change likely impacts a select group, not all employees.

Gerald B. Smith is stepping down from the board of directors of ONEOK, Inc. and its subsidiary ONEOK Partners GP due to other commitments. His departure will result in a slight reduction in the size of both boards.

The 2013 annual shareholder meeting is scheduled for May 22, 2013, at 9:00 a.m. Central Daylight Time. The record date for determining shareholders entitled to notice and to vote is March 25, 2013.