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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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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
Ticker
WMB
CIK
107263
Form type
8-K
Filing date
Apr 28, 2023
Report date
Apr 25, 2023
Document
d414831d8k.htm
Size
165 KB