8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 28, 2022 · 4y ago · Accession 0001193125-22-127605
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, 2022 ( April 26, 2022 )
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Williams Companies, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, April 26, 2022. As previous disclosed in the Company’s proxy statement, directors Stephen I. Chazen and Charles I. Cogut retired from the Board upon the expiration of their terms at the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders.
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, 2022; and (3) Approve, on an advisory basis, 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
960,594,942
6,647,097
820,003
108,923,008
Stephen W. Bergstrom
930,631,123
36,541,145
889,774
108,923,008
Nancy K. Buese
963,364,505
3,811,606
885,932
108,923,008
Michael A. Creel
961,373,384
5,804,179
884,479
108,923,008
Stacey H. Doré
949,086,196
18,131,203
844,643
108,923,008
Richard E. Muncrief
963,960,972
3,221,840
879,230
108,923,008
Peter A. Ragauss
928,454,676
38,728,629
878,737
108,923,008
Rose M. Robeson
944,198,164
23,016,225
847,653
108,923,008
Scott D. Sheffield
962,662,889
4,508,105
891,048
108,923,008
Murray D. Smith
959,830,840
7,330,003
901,199
108,923,008
William H. Spence
909,359,859
57,822,238
879,945
108,923,008
Jesse J. Tyson
946,380,861
20,790,445
890,736
108,923,008
2.
Ernst and Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
1,024,196,507
51,938,306
850,237
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
928,633,427
36,931,443
2,497,173
108,923,008
Item 7.01. Regulation FD Disclosure.
In connection with the Company’s 2022 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 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, 2022
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, 2022
- Report date
- Apr 26, 2022
- Document
- d129473d8k.htm
- Size
- 157 KB