Summary
Williams Companies, Inc. (WMB) has entered into a significant agreement with an "Investor Group" comprising Corvex Management LP, Keith Meister, Soroban Master Fund LP, Soroban Capital Partners LLC, and Eric W. Mandelblatt. This agreement addresses recent shareholder activism and aims to settle potential proxy contests. The core of the deal involves the appointment of two representatives from the investor group, Eric W. Mandelblatt and Keith Meister (or a mutually agreeable industry expert), to WMB's Board of Directors.
Key Highlights
- 1Williams Companies agreed to appoint Eric W. Mandelblatt to its Board of Directors within two business days.
- 2Keith Meister (or a mutually acceptable industry expert) will be appointed to the Board in November 2014.
- 3The Board size will increase from eleven to twelve members to accommodate the new directors.
- 4The Investor Group has agreed to standstill provisions, including not soliciting proxies for the 2014 annual meeting and voting in favor of the Board's nominees.
- 5The Investor Group has also agreed not to acquire additional shares if it would result in owning more than 15% of outstanding voting securities, subject to certain exceptions.
- 6Mandelblatt and Meister (or the industry designee) will serve on the Board without cash or equity compensation.
- 7The agreement is designed to provide stability through the 2015 annual meeting and includes provisions for director resignation if ownership requirements are not met or if other obligations are breached.
Frequently Asked Questions
This filing announces a material definitive agreement between Williams Companies, Inc. and a group of investors (Corvex Management and Soroban entities) to resolve potential shareholder activism. The agreement includes board representation for the investors and certain standstill provisions.
Eric W. Mandelblatt will join the board immediately. Keith Meister, or a mutually agreeable industry expert, is slated to join in November 2014. Both are associated with the investor groups involved in this agreement.
The Investor Group has agreed to a standstill, which includes not soliciting proxies for the 2014 annual meeting and voting in favor of the company's director nominees. They also agreed to limit their future share acquisitions to a maximum of 15% ownership of the company's voting securities.
No, according to the agreement, both Mr. Mandelblatt and Mr. Meister (or the industry designee) will serve as directors without receiving any cash or equity compensation from Williams Companies.