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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) May 24, 2023
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ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 001-13643 73-1520922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)

74103
(Zip code)

(918) 588-7000
(Registrant’s telephone number, including area code)

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 communication 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, par value of $0.01 OKE 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
We held our 2023 annual meeting of shareholders on May 24, 2023. The matters voted upon at the meeting and the results of such voting are set forth below.
1. The individuals set forth below were elected to the Board of Directors of the Company by a majority of the votes cast to serve one-year terms expiring at the later of our annual meeting of shareholders in 2024 or upon a successor being elected and qualified, as follows:
Director Votes For Votes Against Abstain Broker Non-Votes
Brian L. Derksen 294,396,933 14,094,067 1,129,099 74,552,527
Julie H. Edwards 289,438,156 19,171,679 1,010,263 74,552,527
Mark W. Helderman 294,490,332 13,988,652 1,141,114 74,552,527
Randall J. Larson 292,622,485 15,832,002 1,165,612 74,552,527
Steven J. Malcolm 289,408,007 19,065,006 1,147,085 74,552,527
Jim W. Mogg 237,617,878 70,924,853 1,077,367 74,552,527
Pattye L. Moore 288,211,455 20,395,482 1,013,162 74,552,527
Pierce H. Norton II 300,452,710 8,094,349 1,073,039 74,552,527
Eduardo A. Rodriguez 284,039,830 24,501,189 1,079,079 74,552,527
Gerald B. Smith 292,118,373 16,361,847 1,139,879 74,552,527
2. The appointment of PricewaterhouseCoopers LLP as independent auditor for the Company for the fiscal year ending December 31, 2023, was ratified by a majority of the votes cast as follows:
Votes For Votes Against Abstain
376,023,971 6,668,674 1,479,980
3. The advisory vote on the amendment and restatement of the ONEOK, Inc. employee stock purchase plan to increase the total number of shares under the plan, was approved by a majority of the votes cast as follows:
Votes For Votes Against Abstain Broker Non-Votes
303,898,000 4,078,817 1,643,281 74,552,527
4. The advisory vote on compensation paid to our named executive officers as disclosed in our Proxy Statement for the 2023 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, was approved by a majority of the votes cast as follows:
Votes For Votes Against Abstain Broker Non-Votes
291,715,726 14,713,325 3,191,047 74,552,527
5. The advisory votes on the frequency of the advisory shareholder vote on executive compensation were cast as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Votes
298,419,871 1,777,267 7,296,920 2,126,040 74,552,527
Based on these results, we intend to provide shareholders with an annual, non-binding advisory vote on executive compensation until the next required non-binding advisory vote on the frequency of future advisory votes on executive compensation as required by the rules of the Securities and Exchange Commission.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ONEOK, Inc.
Date: May 31, 2023 By: /s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer, Treasurer and
Executive Vice President, Investor Relations and Corporate Development

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