01—Abstract
Summary
Summary of the 8-K filed May 21, 2026. Cited figures are marked; the original filing is the authoritative source.
ONEOK, Inc. (OKE) filed this Form 8-K under Item 5.07 to report the final results of its Annual Meeting of Shareholders, held May 20, 2026.
The filing covers only shareholder voting outcomes. It contains no financial results, guidance, or transaction disclosures, so it does not change the company's reported financial position. All three proposals were approved.
Shareholders elected all ten director nominees to one-year terms expiring at the 2027 annual meeting, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026, and approved the advisory (non-binding) say-on-pay resolution on executive compensation. Support was strongest for the auditor ratification, at about 98.6%a of votes cast. Director support ranged from roughly 93.6% to 97.9% of votes cast, and say-on-pay received about 94.2%.
For investors, the most notable detail is the level of dissent on compensation and board composition. Roughly 5%b of votes cast opposed the say-on-pay proposal, and Randall J.
Larson drew the weakest director support, with about 5.6%c of votes cast against him and about 0.7% abstaining. These results are generally favorable and indicate broad shareholder approval, but they are worth monitoring alongside the proxy statement for any governance or compensation concerns.
02—Key points
Key Highlights
- All three proposals were approved at the May 20, 2026 Annual Meeting: election of all ten directors, ratification of PricewaterhouseCoopers LLP for fiscal 2026, and the advisory say-on-pay vote.
- The auditor ratification received the highest support, with approximately 551.7 million votes for (about 98.6% of votes cast), against about 6.3 million against and 1.3 million abstentions.
- The say-on-pay advisory vote passed with about 429.0 million votes for (roughly 94.2% of votes cast), against about 22.8 million against (roughly 5.0%) and 3.4 million abstentions.
- Director support ranged from about 93.6% (Randall J. Larson, with the most votes against at about 25.5 million) to about 97.9% (Lori A. Gobillot). Eduardo A. Rodriguez also drew notable opposition, with about 18.9 million votes against.
- Approximately 104.1 million broker non-votes were recorded on the director election and say-on-pay proposals, reflecting shares held by brokers that did not receive voting instructions and are not counted in the votes cast.
- The filing is administrative in nature and discloses no financial results, guidance, acquisitions, or material agreements.
03—Questions
Frequently Asked Questions
Did ONEOK's shareholders approve the executive compensation program?
Yes. The advisory say-on-pay proposal passed, with about 429.0 million votes for and 22.8 million against, along with 3.4 million abstentions. Because the vote is non-binding, it does not legally require the board to change compensation practices, but the level of opposition (roughly 5% of votes cast) is a signal shareholders may watch.
Who was elected to the Board of Directors, and for how long?
Shareholders elected all ten nominees: Brian L. Derksen, Julie H. Edwards, Lori A. Gobillot, Mark W. Helderman, Randall J. Larson, Mark A. McCollum, Pierce H. Norton II, Precious Williams Owodunni, Eduardo A. Rodriguez, and Wayne T. Smith. Each will serve a one-year term expiring at the 2027 Annual Meeting of Shareholders.
Which company will audit ONEOK's financial statements for 2026?
Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification passed with strong support, with about 551.7 million votes for and 6.3 million against.
Does this 8-K contain any financial results or new business developments?
No. The filing is limited to Item 5.07 (Submission of Matters to a Vote of Security Holders) and reports only the voting outcomes from the annual meeting. Investors seeking financial performance data should refer to ONEOK's quarterly and annual reports.
Why did some director nominees receive more opposition than others?
The filing does not explain the reasons for the votes. Randall J. Larson (about 25.5 million against) and Eduardo A. Rodriguez (about 18.9 million against) received the most opposition among the nominees. Shareholders' reasons are typically tied to governance or compensation issues, which would be addressed in the company's definitive proxy statement filed April 1, 2026.
04—Continue