8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed May 3, 2024 · 2y ago · Accession 0001193125-24-130839
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): May 3, 2024 ( April 30, 2024 )
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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, April 30, 2024. 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) Approve, on an advisory basis, the compensation of our named executive officers: (3) Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (4) Adopt the Amended and Restated Certificate of Incorporation of The Williams Companies, Inc. to limit the liability of certain officers as permitted by law. The following are the final voting results:
1.
Each of the 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
995,377,723
8,743,706
895,928
108,484,392
Stephen W. Bergstrom
965,179,738
38,952,491
885,128
108,484,392
Michael A. Creel
995,282,613
8,841,244
893,500
108,484,392
Stacey H. Doré
945,931,197
58,178,770
907,390
108,484,392
Carri A. Lockhart
1,000,474,639
3,623,052
919,665
108,484,392
Richard E. Muncrief
995,046,059
9,052,074
919,224
108,484,392
Peter A. Ragauss
969,668,183
34,446,439
902,735
108,484,392
Rose M. Robeson
972,047,969
32,067,506
901,882
108,484,392
Scott D. Sheffield
995,229,140
8,884,394
903,823
108,484,392
Murray D. Smith
981,601,900
22,518,177
897,280
108,484,392
William H. Spence
957,839,190
46,272,807
905,360
108,484,392
Jesse J. Tyson
972,444,283
31,626,857
946,216
108,484,392
2.
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
962,271,988
39,138,396
3,606,972
108,484,392
3.
Ernst and Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
1,070,333,386
42,256,251
912,112
0
4.
Although more than 5 times more stockholders voted FOR the proposal to amend our Certificate of Incorporation rather than AGAINST it, the proposal did not receive 75% of the total outstanding shares voting FOR. Accordingly, the proposal was not approved, and the Company’s existing Certificate of Incorporation will remain in effect. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
843,647,752
159,954,113
1,415,492
108,484,392
Item 7.01. Regulation FD Disclosure.
In connection with the Company’s 2024 Annual Meeting, the Company did not receive any stockholder questions. An audio recording of the 2024 Annual Meeting can be found under Events & Presentations in the Investors section on the Company’s website www.williams.com.
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 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: May 3, 2024
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
- May 3, 2024
- Report date
- Apr 30, 2024
- Document
- d762434d8k.htm
- Size
- 164 KB