8-KMaterial Agreements

WILLIAMS COMPANIES, INC. 8-K Report, Material Agreement (Feb 1, 2006)

Filed February 1, 2006For Securities:WMB

Summary

This 8-K filing from The Williams Companies, Inc. (WMB) on February 1, 2006, primarily details the company's executive compensation structure for 2006, emphasizing performance-based incentives tied to Economic Value Added (EVA). The Compensation Committee approved an annual incentive program for executive officers, where payouts will be contingent upon the company's 2006 improvement in EVA. This program allows for bonuses up to 400% of a target, with a significant portion of awards above 200% of target being subject to future EVA performance, aligning executive pay with long-term company value creation. The filing also provides updates on performance targets for previously granted deferred shares, linking the earning of these shares to EVA achievement in 2006 for both 2004 and 2005 grants. The Compensation Committee retains discretion in the final allocation of awards and will review EVA calculations for fairness, considering factors like mark-to-market accounting and non-recurring items.

Key Highlights

  • 1Williams Companies' Compensation Committee approved a 2006 annual incentive program for executive officers.
  • 2Executive bonuses are directly tied to the company's improvement in Economic Value Added (EVA) for 2006.
  • 3The incentive program allows for bonuses up to a maximum of 400% of the target incentive opportunity.
  • 4A portion of incentive awards exceeding 200% of target is held in reserve and contingent on future EVA performance.
  • 5Performance targets for previously granted performance-based deferred shares (from 2004 and 2005) have been set for 2006, also linked to EVA achievement.
  • 6The Compensation Committee will review EVA calculations to ensure fairness, considering adjustments for non-recurring items.
  • 7Executive performance, business unit performance, and individual target opportunities will influence award allocation.

Frequently Asked Questions

The primary focus of this 8-K filing is to announce and detail the company's executive compensation program for 2006, specifically how executive bonuses and the earning of performance-based deferred shares will be tied to the company's financial performance metric, Economic Value Added (EVA).

In 2006, executive bonuses will be determined by the company's improvement in Economic Value Added (EVA). The payout level will be based on the attained EVA, with potential bonuses up to 400% of a targeted amount, and a portion of awards above 200% of target being subject to future EVA performance.

Economic Value Added (EVA) is a measure of a company's financial performance based on the residual wealth calculated by deducting its cost of capital from its operating profit, adjusted for taxes on a cash basis. It is a registered trademark of Stern, Stewart and Company.

This filing sets specific performance targets for 2006 for executive officers to earn a portion of performance-based deferred shares previously granted in 2004 and 2005. The earning of these shares is also contingent upon achieving certain EVA levels in 2006.