01—Abstract
Summary
Summary of the 8-K filed May 22, 2025. Cited figures are marked; the original filing is the authoritative source.
ONEOK, Inc. filed an 8-K reporting on key outcomes from its Annual Meeting of Shareholders held on May 21, 2025.
The most significant development for investors is the shareholder approval of two new equity-based compensation plans: the ONEOK, Inc. 2025 Equity Incentive Plan (2025 EIP) and the ONEOK, Inc. 2025 Employee Stock Award Program (2025 ESAP). These plans are designed to incentivize and retain employees and directors by providing opportunities for stock-based awards tied to company performance and stock price appreciation. The 2025 EIP replaces the previous 2018 plan and allows for various award types, including stock options, restricted stock units, and performance awards, with a total authorized share pool of approximately 19.15 million shares.
The 2025 ESAP is a new program intended to award shares to eligible employees when certain stock price benchmarks are met. These initiatives signal the company's commitment to aligning executive and employee interests with those of shareholders through equity compensation.
02—Key points
Key Highlights
- Shareholders approved the ONEOK, Inc. 2025 Equity Incentive Plan (2025 EIP), authorizing up to 16,870,000 shares plus remaining shares from the 2018 EIP for grants like RSUs, stock options, and performance awards.
- Shareholders approved the ONEOK, Inc. 2025 Employee Stock Award Program (2025 ESAP), which allows for the issuance of up to 700,000 shares to eligible employees upon achieving specific stock price benchmarks.
- The 2025 EIP replaces the 2018 EIP, and no new awards will be granted under the 2018 plan after the effective date.
- The 2025 ESAP is designed to grant shares for no monetary consideration to eligible employees as the stock price reaches predefined thresholds above the all-time highest closing price prior to the plan's effective date.
- All director nominees were elected by shareholders for one-year terms.
- Shareholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025.
- An advisory vote to approve executive compensation for 2024 was also approved by shareholders.
03—Questions
Frequently Asked Questions
What is the primary purpose of the new 2025 Equity Incentive Plan (2025 EIP) and the 2025 Employee Stock Award Program (2025 ESAP)?
Both plans are designed to incentivize and retain employees and directors by aligning their interests with shareholders. The 2025 EIP allows for various types of equity awards (like options and RSUs) based on performance and discretion, while the 2025 ESAP specifically rewards employees with shares as the company's stock price reaches certain pre-defined milestones.
How many shares are authorized under the new equity plans?
The 2025 EIP authorizes up to 16,870,000 shares, plus any remaining shares from the prior 2018 plan. The 2025 ESAP authorizes 700,000 shares.
What is the main difference between the 2025 EIP and the 2025 ESAP?
The 2025 EIP is a more traditional equity incentive plan managed by a committee, offering a variety of award types (options, RSUs, performance shares) that are discretionary or tied to specific performance metrics. The 2025 ESAP is a more direct stock-based award program, where employees receive shares without monetary consideration when the stock price hits specific, predetermined levels, acting as a direct reward for share price appreciation.
What was the outcome of the shareholder votes on these plans?
Both the 2025 Equity Incentive Plan and the 2025 Employee Stock Award Program were overwhelmingly approved by ONEOK shareholders at the Annual Meeting.
04—Continue