Summary
This 8-K filing by The Williams Companies, Inc. (WMB) on November 24, 2014, primarily announces a change in the composition of its Board of Directors. Keith Meister was appointed to the Board, effective November 18, 2014, and will serve on the Audit and Compensation Committees. This appointment is a result of an agreement entered into earlier in 2014 with activist investors, Corvex Management LP and Soroban Master Fund LP, and their principals. The agreement stipulates that the company will also include Eric W. Mandelblatt on its slate of director nominees for the 2014 and 2015 annual meetings, and Mr. Meister (or a mutually agreed-upon industry expert) for the 2015 meeting. In return, the investor group has agreed to certain standstill provisions and to vote their shares in support of the Board's director nominees. Notably, the new directors will not receive compensation for their service.
Key Highlights
- 1Appointment of Keith Meister to the Board of Directors, effective November 18, 2014.
- 2Mr. Meister has been appointed to serve on the Board's Audit and Compensation Committees.
- 3This appointment is part of a broader agreement with activist investors (Corvex Management and Soroban Master Fund) reached in February 2014.
- 4Eric W. Mandelblatt will also be included in director nominations for the 2014 and 2015 annual meetings.
- 5Mr. Meister (or an industry designee) will be nominated for the 2015 annual meeting.
- 6The investor group has agreed to standstill provisions and to support the Board's director nominees.
- 7The newly appointed directors will not receive any cash or equity compensation for their board service.