8-KShareholder MattersRegulation FDExhibits & Filings

ONEOK INC /NEW/ 8-K Report, Shareholder Vote Results (May 26, 2017)

Filed May 26, 2017For Securities:OKE

Summary

ONEOK Inc. (OKE) filed an 8-K on May 25, 2017, detailing the outcomes of its 2017 annual meeting of shareholders held on May 24, 2017. The primary focus of the filing is the voting results on key corporate matters. All incumbent directors seeking re-election were approved for another one-year term. Additionally, the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2017 received strong shareholder ratification. The meeting also included advisory votes on executive compensation, commonly known as 'say-on-pay,' which were approved by a majority of shareholders. The company also sought shareholder preference on the frequency of future say-on-pay votes, with the majority favoring an annual vote. This indicates continued shareholder confidence in the board and auditor, as well as a general approval of the company's executive compensation practices, with a preference for annual review.

Key Highlights

  • 1All director nominees were elected to the Board of Directors by a majority of votes cast.
  • 2The appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year ending December 31, 2017, was ratified.
  • 3The advisory vote on executive compensation ('say-on-pay') was approved by a majority of shareholders.
  • 4Shareholders overwhelmingly favored an annual advisory vote on executive compensation.
  • 5The company will continue to provide an annual say-on-pay vote based on shareholder preference.
  • 6The filing incorporates by reference a news release containing remarks from the President and CEO at the annual meeting.

Frequently Asked Questions

No, all director nominees presented at the 2017 annual meeting were elected to serve one-year terms, indicating no changes to the composition of the Board of Directors as a result of the meeting.

Yes, the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2017, was ratified by a substantial majority of the votes cast.

Shareholders approved the advisory vote on compensation paid to named executive officers ('say-on-pay') by a majority of the votes cast. Shareholders also indicated a preference for an annual advisory vote on executive compensation.

This vote indicates shareholder preference for how often they will have a non-binding vote on executive compensation. The results show a strong preference for an annual vote, which ONEOK intends to follow.