Summary
Williams Companies, Inc. (WMB) filed an 8-K report on September 26, 2016, primarily to announce the appointment of two new independent directors to its Board of Directors: Stephen Chazen and Peter Ragauss. These appointments are effective immediately as of September 23, 2016. Mr. Chazen has been appointed to the Nomination and Governance Committee, and Mr. Ragauss has joined the Audit Committee. Both new directors will participate in the company's standard compensation plan for non-employee directors, which includes an annual retainer of $110,000 in cash and an annual equity retainer of $140,000 in restricted stock units (RSUs). The RSUs will vest after one year and are subject to a 60% retention requirement until the director meets specific stock ownership guidelines. The company will also pay dividend equivalents on these equity grants. Compensation for these new directors will be prorated based on their appointment date. The press release announcing these appointments is attached as an exhibit.
Key Highlights
- 1Appointment of two new independent directors: Stephen Chazen and Peter Ragauss, effective September 23, 2016.
- 2Stephen Chazen appointed to the Nomination and Governance Committee.
- 3Peter Ragauss appointed to the Audit Committee.
- 4New directors to receive $110,000 annual cash retainer and $140,000 annual equity retainer in RSUs.
- 5RSUs have a one-year vesting period and a 60% retention requirement.
- 6Directors' compensation will be prorated due to their mid-year appointment.
- 7The report includes a press release dated September 26, 2016, announcing these changes.