8-KLeadership ChangesExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Executive Changes (Feb 26, 2009)

Filed February 26, 2009For Securities:WMB

Summary

This Form 8-K filing from The Williams Companies, Inc. (WMB) on February 25, 2009, primarily details executive compensation decisions for 2008 and 2009, made by the Compensation Committee. The report confirms that the company exceeded its 2008 Economic Value Added (EVA®) incentive target, leading to the approval of significant bonus awards for its named executive officers. These awards, totaling over $4.7 million, are scheduled for payment in March 2009. The filing also outlines the 2009 incentive programs, including a 2009 EVA®-based annual incentive plan and new equity awards. Notably, executive base salaries and incentive targets remain frozen at 2008 levels for 2009, reflecting the uncertain economic climate.

Key Highlights

  • 1The Williams Companies, Inc. exceeded its 2008 Economic Value Added (EVA®) incentive target.
  • 2Bonuses totaling $4,727,942 were approved for named executive officers for 2008 performance, payable on March 13, 2009.
  • 3The CEO, Steven J. Malcolm, received the largest 2008 bonus at $1,817,942.
  • 4The 2009 annual incentive program will be funded based on 2009 EVA® performance, with executive base salaries and target incentive percentages frozen from 2008.
  • 5The Compensation Committee approved 2009 equity awards (stock options and restricted stock units) for the CEO and other named executive officers.
  • 6The mix of equity compensation for executives (excluding the CEO) was adjusted, with an increased emphasis on stock options and time-based restricted stock units.
  • 7Performance-based restricted stock units for 2009 awards are tied to Total Shareholder Return (TSR) over a three-year period, aligning management with shareholder interests.

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