8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed Apr 28, 2023 · 3y ago · Accession 0001193125-23-123966
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2023 ( April 25, 2023 )
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-4174
73-0569878
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Williams Center
Tulsa , Oklahoma
74172-0172
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (918) 573-2000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $1.00 par value
WMB
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Williams Companies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, April 25, 2023. At the Annual Meeting, the Company’s stockholders considered and voted upon the following proposals, which are more fully described in the Company’s proxy statement: (1) Elect twelve director nominees for a one-year term; (2) Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) Approve, on an advisory basis, the compensation of our named executive officers; and (4) Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers. The following are the final voting results:
1.
Each of the following director nominees was elected to the Company’s Board of Directors to serve a one-year term expiring at the Company’s next annual meeting of stockholders. Voting results were as follows:
NOMINEE
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
Alan S. Armstrong
972,009,079
4,167,403
767,617
108,577,320
Stephen W. Bergstrom
918,411,455
57,715,788
817,029
108,577,320
Michael A. Creel
968,947,857
7,192,854
803,562
108,577,320
Stacey H. Doré
893,133,672
83,025,199
785,402
108,577,320
Carri A. Lockhart
973,513,484
2,629,395
801,393
108,577,320
Richard E. Muncrief
971,964,553
4,161,935
817,784
108,577,320
Peter A. Ragauss
920,314,866
55,823,145
806,261
108,577,320
Rose M. Robeson
959,100,992
17,041,874
801,406
108,577,320
Scott D. Sheffield
970,205,285
5,911,523
827,464
108,577,320
Murray D. Smith
959,189,076
16,928,004
827,192
108,577,320
William H. Spence
911,245,017
64,886,699
812,557
108,577,320
Jesse J. Tyson
925,325,876
50,808,560
809,837
108,577,320
2.
Ernst and Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
1,030,034,377
54,652,289
834,926
0
3.
Stockholders approved, on an advisory basis, the compensation of our named executive officers. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
936,314,475
37,444,784
3,185,014
108,577,320
4.
Stockholders approved, on an advisory basis, holding future advisory votes to approve the compensation of our named executive officers every year. The voting results were as follows:
EVERY YEAR
EVERY TWO YEARS
EVERY THREE YEARS
ABSTENTIONS
BROKER NON-VOTES
953,764,479
4,732,947
15,620,555
2,826,291
108,577,320
The Company intends to hold an advisory vote to approve the compensation of our named executive officers every year until the next required voted on the frequency of future advisory votes to approve the compensation of our named executive officers.
Item 7.01. Regulation FD Disclosure.
In connection with the Company’s 2023 Annual Meeting, the Company did not receive any stockholder questions.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 on this Current Report on Form 8-K is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits .
Exhibit
Number
Description
104
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
Dated: April 28, 2023
By:
/s/ Robert E. Riley, Jr.
Robert E. Riley, Jr.
Corporate Secretary
Filing details
- Company
- WILLIAMS COMPANIES, INC.
- Ticker
- WMB
- CIK
- 107263
- Form type
- 8-K
- Filing date
- Apr 28, 2023
- Report date
- Apr 25, 2023
- Document
- d414831d8k.htm
- Size
- 165 KB