01—Abstract
Summary
Summary of the 8-K filed March 26, 2026. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing by The Williams Companies, Inc. (WMB) announces a significant leadership change and adjustments to executive compensation.
Effective March 23, 2026, Alan S. Armstrong resigned from his position as Executive Board Chair and a member of the Board of Directors. This departure is due to his appointment as a United States Senator for Oklahoma, filling the vacancy left by Markwayne Mullin.
In light of Mr. Armstrong's departure for public service, the Board has elected Stephen W. Bergstrom, Independent Lead Director, to resume his role as Chairman of the Board, reducing the Board's size to 11 directors. Furthermore, the Compensation and Management Development Committee approved modifications to Mr. Armstrong's existing performance-based equity awards from 2024 and 2025.
These adjustments ensure he is not financially penalized for his early retirement to accept his senatorial duties, specifically by accelerating vesting credit for certain periods. The estimated value of these vesting modifications is approximately $2.8 milliona, assuming target performance and a stock price of $73.60.
02—Key points
Key Highlights
- Alan S. Armstrong resigns as Executive Board Chair and Director, effective March 23, 2026.
- Mr. Armstrong's resignation is to accept an appointment as a United States Senator for Oklahoma.
- Stephen W. Bergstrom is elected Chairman of the Board, with the Board size reduced to 11 directors.
- Modifications made to Mr. Armstrong's 2024 and 2025 performance-based equity awards.
- Vesting provisions adjusted to prevent financial penalty due to early retirement for public service.
- Estimated value of vesting modifications is approximately $2.8 million based on target performance and a $73.60 stock price.
- Amended award agreements for 2024 and 2025 performance-based RSUs are filed as exhibits.
03—Questions
Frequently Asked Questions
Why did Alan S. Armstrong resign from The Williams Companies' Board?
Alan S. Armstrong resigned to accept an appointment by Oklahoma Governor Kevin Stitt to serve as a United States Senator representing the State of Oklahoma, filling the seat formerly held by Markwayne Mullin.
Who will lead The Williams Companies' Board following Mr. Armstrong's departure?
Stephen W. Bergstrom, who was serving as Independent Lead Director, has been elected by the Board to again serve as Chairman of the Board.
Were there any changes to Mr. Armstrong's equity compensation?
Yes, the Compensation and Management Development Committee modified his 2024 and 2025 performance-based equity awards. The vesting provisions were adjusted to accelerate credit for certain months, preventing him from being financially penalized for his early retirement to assume his senatorial duties. The estimated value of these modifications is approximately $2.8 million.
How does this impact the size of the Board of Directors?
Following Mr. Armstrong's departure, the size of the Board of Directors will decrease from 12 to 11 directors.
04—Continue