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.
Frequently Asked Questions
The most significant change for investors is the adjustment to the director retirement age. Board members are now required to retire no later than immediately prior to the annual shareholder meeting following their 75th birthday, an increase from the previous 73rd birthday requirement. This may allow for greater continuity on the Board.
No, this 8-K filing does not pertain to financial performance or operational changes. It exclusively concerns amendments to the company's internal By-laws, focusing on corporate governance procedures and director qualifications.
The changes refine the window for submitting shareholder proposals and director nominations. The new window requires notice to be received not less than 120 days and not more than 150 days prior to the anniversary of the prior year's proxy statement release. This provides a slightly broader but still defined period for shareholder engagement on these matters.
The amended By-laws explicitly grant the Chair of the Corporate Governance Committee, also known as the Lead Independent Director, the authority to call special meetings of the independent directors. This empowers independent oversight and responsiveness.