Summary
ONEOK Inc. (OKE) filed an 8-K on September 20, 2018, detailing amendments to its Amended and Restated By-laws, effective September 19, 2018. The primary changes relate to director retirement age and provisions for calling special meetings of independent directors. These amendments are primarily administrative and governance-related, aimed at aligning the by-laws with existing corporate governance guidelines and making clarifying revisions.
Key Highlights
- 1ONEOK's Board of Directors amended and restated the company's By-laws effective September 19, 2018.
- 2The retirement age for Board members has been extended from the 73rd birthday to the 75th birthday, specifically retirement no later than immediately prior to the annual meeting following their 75th birthday.
- 3The Chair of the Corporate Governance Committee (Lead Independent Director) is now explicitly authorized to call special meetings of independent directors.
- 4This provision for calling special meetings aligns the By-laws with existing Corporate Governance Guidelines.
- 5Director attendance at a Board meeting will be considered a waiver of notice, except in cases where the director attends solely to object to the meeting's lawful calling.
- 6Provisions regarding the timing for shareholder proposals and director nominations have been refined, requiring notice between 120 and 150 calendar days prior to the anniversary of the prior year's proxy statement release.
- 7The amendments also include grammatical and clarifying revisions, as well as other nonsubstantive changes to the By-laws.