Summary
Williams Companies, Inc. (WMB) filed an 8-K on January 20, 2017, reporting on amendments to its By-laws approved by the Board of Directors on January 18, 2017. The primary change is the adoption of a proxy access by-law, which allows eligible stockholders to nominate directors for inclusion in the company's proxy materials. This new provision enables a stockholder, or a group of up to 20 stockholders, holding at least 3% of the outstanding common stock for a minimum of three years, to nominate up to two directors (or 20% of the Board, whichever is greater), subject to meeting specific requirements. Proxy access will be effective for annual meetings following the 2017 Annual Meeting. The By-laws also underwent minor conforming and technical updates related to advance notice provisions.
Key Highlights
- 1Williams Companies' Board of Directors adopted amendments to the company's By-laws on January 18, 2017.
- 2The most significant amendment introduces a proxy access by-law provision.
- 3Eligible stockholders can now nominate director candidates to be included in the company's proxy materials.
- 4To qualify for proxy access, stockholders must own at least 3% of outstanding common stock continuously for three years.
- 5The proxy access provision allows nomination of up to two directors or 20% of the Board, whichever is greater.
- 6Proxy access will be available for annual meetings held after the 2017 Annual Meeting.
- 7Minor conforming changes were made to advance notice provisions and other technical aspects of the By-laws.