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.
Frequently Asked Questions
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.
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.
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.
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.