What is a proxy access by-law and why is it important for OKE investors?

A proxy access by-law allows eligible shareholders to nominate their own candidates for the board of directors and have those nominations included in the company's official proxy statement. This empowers long-term shareholders to have a more direct say in board composition, potentially influencing corporate strategy and governance.

What are the specific requirements for a shareholder to use this proxy access provision?

To utilize the proxy access by-law, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of ONEOK's outstanding common stock for a minimum of three years. Additionally, both the nominating shareholder(s) and the proposed nominee(s) must meet other specific conditions detailed within the amended by-laws.

How many directors can a shareholder nominate under this new by-law?

Under the new proxy access by-law, eligible shareholders can nominate director candidates constituting up to two individuals or 20% of the size of the Board of Directors, whichever number is greater.

Where can I find the full details of the amended by-laws?

The complete text of the Amended and Restated By-laws of ONEOK, Inc., which includes the proxy access provision, was filed as Exhibit 3.1 to this 8-K Current Report and is incorporated by reference.

OKE 8-K: Corporate Changes

Summary

ONEOK, Inc. (OKE) filed an 8-K on February 22, 2017, to announce a significant governance change: the adoption of a proxy access by-law. This amendment allows qualifying shareholders, individually or as a group, to nominate director candidates and have them included in the company's proxy materials. Specifically, shareholders owning 3% or more of outstanding common stock for at least three consecutive years can nominate up to two directors or 20% of the board, whichever is larger, subject to specific by-law requirements.

Key Highlights

1ONEOK, Inc. adopted a proxy access by-law, effective February 22, 2017.
2This by-law allows certain shareholders to nominate director candidates.
3Shareholders must own at least 3% of outstanding common stock.
4Ownership must be continuous for a minimum of three years.
5Nominees can constitute up to two directors or 20% of the Board, whichever is greater.
6The proxy access nominee(s) and nominating shareholder(s) must meet specified requirements outlined in the by-laws.
7The Amended and Restated By-laws were filed as an exhibit to the 8-K.

ONEOK INC /NEW/ 8-K Report, Bylaw Amendment (Feb 22, 2017)

Summary

Key Highlights

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